Bleach: Ultimate Alien Remake
by Bigby the Big Bad Wolf
Summary: It was a peaceful day in Bellwood and Ben is bored out of his mind, until a mysterious man claiming to be a friend of Paradox arrives and sends him to another universe. Landing in the desert sands of Hueco Mundo, Ben meets the mysterious yet charismatic Aizen, who requests his help in a war in exchange for helping Ben get home. What's a hero to do? Chapter 1 slightly reworded.
1. New world, New Adventure

**Disclaimer: I don't own Ben 10 or Bleach.**

 **Thanks goes to Pyromania101 and the Incredible Muffin.**

 **New World, New Adventure**

It was a typical day in the city of Bellwood… actually, it wasn't. A typical day in Bellwood usually involved the city being attacked by some supercriminal, galactic warlord, or gang of xenophobes in suits of armor. Today was actually peaceful, tranquil, and to universal hero Ben Tennyson, boring.

"Are you sure there's nothing going on, Grandpa?" Ben asked into his Ultimatrix as he walked down the street with a delicious (in his opinion) smoothie in hand.

"I'm sure, Ben," replied Max Tennyson, Ben's grandfather and senior Plumber. "Well, nothing that the other Plumbers and authorities can't handle on their own."

Ben sighed before taking a big drink out of his smoothie.

"You know," Max said and Ben could just imagine his grandfather smiling, "I'd have thought you'd enjoy not having to save the world for once. Even heroes need a break, you know."

"It's not the break that's the problem, it's the boredom that comes with it," Ben said. "There's nothing to do."

"I'm sure you'll find something to pass the time," Max assured his grandson. "Any new Sumo Slammers games coming out?"

"No," Ben groaned. "And believe me, I've checked."

"Well what are your parents doing?"

Ben snorted. "I try to stay out of the house as much as I can. I love my mom, but I'm not really in the mood to get dragged into her new workout regiment."

Max chuckled at this. "Well, maybe you could try finding a part-time job."

Ben cringed. "I already have a job, Grandpa."

"Maybe, but simply being a hero doesn't pay for smoothies and video games," Max pointed.

"Pity," Ben said, taking another sip of his drink.

"Well, what about Kevin and Gwen?" Max inquired. "What are they doing?"

Now it was Ben's turn to chuckle. "Now that everything's so peaceful, they're trying to enjoy their date life as much as they can."

"Well…" Max said, almost hesitantly. "You could try dating again."

Ben's mood took a big dive as he sighed. "Grandpa…"

"I know, Ben, I know," Max said softly. "But what happened between you and Julie was not your fault…"

"Grandpa," Ben said firmly. "I don't want to talk about it. Please."

Now Max was the one who sighed. "Alright, Ben. I won't push this on you."

"Thank you," Ben said, his mood not lifting.

Max realized that he might have crossed the line and decided it was probably best to cut things short. "I'll…keep my eye out for anything and if something comes up, I'll let you know, Ben."

"Thanks, Grandpa," Ben said quietly. "I appreciate that."

"…Take care, Ben," Max told his grandson before ending the transmission.

Ben pinched the bridge of his nose. "Really wish Grandpa hadn't brought that up." No longer having an appetite, he tossed his smoothie into a nearby trashcan and continued walking around Bellwood, trying to find something to occupy his time, and get his mind off certain things.

"Perhaps I can find a means of helping you pass the time," A familiar voice said.

Ben turned around…and looked down to see a small, bipedal frog-like creature with bulbous eyes, whispers above the being's mouth and under his chin gave the appearance of a mustache and beard.

"Hey, Azmuth," Ben greeted the creator of the Ultimatrix, his hopes rising. "So, what new threat do I have to stop this time?"

"Why do you immediately assume my presence means something bad is happening?" Azmuth asked exasperatingly.

"Because that's the only reason you ever show up," Ben shot back with a grin.

Azmuth sighed. "Fair enough. For once though, I'm not here because of some intergalactic threat or universal crisis."

Ben slumped in disappointment. "Well that's a first." He straightened himself up. "So what brings you here this time, Azmuth?"

"Well, Ben," Azmuth said. "I'm here to bring you to Galvan Prime."

Ben tilted his head. "Why do I need to go to Galvan Prime?"

"We both know this peace and quiet won't last," Azmuth said then he added dryly. "It never does. However, we should take advantage of this temporary tranquility to upgrade your Ultimatrix."

Ben looked at his Ultimatrix. "Upgrade it?"

"Extending the time of your transformations, decreasing the amount of time needed to recharge, boosting its signal to Primus," Azmuth listed. "All in order to improve your performance, which I do feel has been lacking lately."

Ben scowled. "Hey! I've been doing fine, thank you very much!" Then he added sheepishly. "Although I really wouldn't mind those upgrades."

Azmuth gave a light smile. "Excellent. Let's be on our way."

The next thing Ben knew, Bellwood was gone and in its place was Azmuth's lab, back on Galvan Prime. They had been instantly teleported, courtesy of Galvan technology. He glared down at the diminutive genius.

"Could you give a guy a little warning before you do that?" Ben asked irritably.

Azmuth simply ignored Ben as he went over to his an operating table.

"I recommend making yourself comfortable," Azmuth suggested. "This may take a while."

...

True to Azmuth's word, the operation did take awhile but Ben was so excited about the improvements to the Ultimatrix that he didn't even notice.

"There," Azmuth said once he was finished. "Your Ultimatrix has been fully upgraded."

"Awesome!" Ben looked the Ultimatrix over, a big grin on his face. "Thanks, Azmuth."

"Well, then," Azmuth said, looking proud of his work. He went over to his computer. Ben just stood there, waiting to be sent home. As Azmuth punched in the controls, he looked over at the wielder of the Ultimatrix. "Ben?"

Ben looked over at him. "Yeah?" It might have been his imagination but he could've sworn Azmuth actually looked…concerned.

"You…you take care of yourself now," Azmuth said softly.

Ben was understandably put off by how Azmuth was acting. "Um…I will, Azmuth. You take care too!" He managed to say before the teleportation technology kicked in. Azmuth was still staring at the spot Ben had just been standing.

At that moment, his assistant Myaxx walked in. She saw the melancholy look on Azmuth's face.

"You did the best you could," she told him.

"And yet I still feel as if I could've done more," Azmuth said before sighing. "May whatever Powers that Be watch over him."

…

For some reason, Ben couldn't get Azmuth's worried look out of his mind as he found himself back in Bellwood. The smartest mind in three, possibly five, galaxies, looked like he knew something bad was going to happen. Was that the real reason he upgraded the Ultimatrix? If so, why didn't Azmuth tell him? Oh no. Was it one of those 'Have to find out for yourself" situations? Ben was really starting to hate those, especially since things would go a lot easier if people just flat out told him what was going on.

"Hello, Benny-boy,"

Ben spun around to see a strange man standing behind him. He was tall, fair-skinned, with bright, straw blonde hair and a slightly crooked nose. A long, black trench coat hung over a sharp, white suit and a pair of sunglasses covered his eyes.

"Word on the street is that you're bored," The strange man said with a grin. "And I think I know a way to help you pass the time."

Ben braced himself for a fight. He didn't know who this guy was but he setting off all kinds of warning bells in Ben's head. The man was merely amused by all this.

"Relax, buddy," The stranger said. "I'm pals with Professor Paradox. We're both travelers, him and I. Only while he travels through time and space…I travel through universes."

Ben swallowed.

The man chuckled. "Take it easy there. I'm not here to hurt you. I'm here to help you. You're bored and I have just the cure."

Ben narrowed his eyes, slowly shifting his body to activate the Ultimatrix at a moment's notice. The man spotted this and chuckled.

"Okay, okay. I will admit that did sound pretty menacing," He said. "But I can assure you, I bear you no ill will."

"That doesn't really fill me with confidence," Ben retorted.

"Fair enough," The stranger replied casually. "But seriously, it's obvious that you're bored out of your mind. Perfectly understandable. I mean, what's a super-hero without villains to fight, crimes to bust, and lives to save, am I right?"

"Could you get to the point?" Ben asked in annoyance.

"The point is…" Here the man paused dramatically. Just as Ben was about to say something, the man continued. "If there's nothing exciting going on in your universe, then why not check out another one?"

Ben stared at him. "What? Go to to another universe?"

The man suddenly pointed at him, startling Ben. "Exactly!"

If Ben wasn't used to this sort of stuff by now, he'd have sworn the guy was nuts. But he was used to it so he had a feeling that if this guy was talking about sending him to another universe, he honestly meant it. Whether or not this guy was actually a friend of Paradox's…was debatable.

"What have you got to lose, kiddo?" The man asked Ben. "Considering it a vacation, Ben. A reward. It's your turn to take it easy."

"Your sales pitch could use a little work," Ben replied. "Still…the idea of traveling to another universe does sound pretty cool."

The man gave a massive grin that seemed too big for his face. "Excellent." He snapped his fingers.

Before Ben could do anything, a swirling red vortex appeared behind him. Already he could feel himself being sucked towards it, so he activated the Ultimatrix, switched the dial to just the right alien, and slammed it down. In a green flash he was now a massive, bipedal, humanoid dinosaur: Humungousaur. As soon as he transformed, Humungousaur slammed his hands into the ground, digging it deeply.

"I didn't agree to anything yet!" Humungousaur bellowed in frustration, doing his best to anchor himself.

"What's the big deal?" The man asked. "You get to experience a whole new world with all kind of people you've never met before. Didn't you have fun in Rex Salazar's universe?"

"When we weren't saving it from Alpha, sure," Humungousaur admitted. "But I ended up there by an accident!"

The man snorted at that. "Details, details. Look, pal. I'm doing you, and the universe you're going to, a huge favor."

"And what is that supposed to mean?" Humungousaur demanded.

"I could tell you," The man said. "But sometimes it _can_ be a lot more fun when the hero finds everything out on his own. Like it actually means something. Why do you think all the big wigs and authority figures never spill the beans. Okay, I will admit that sometimes they really do need to quit playing the cryptic card, but trust me, in this case, I want you going there with an open mind."

"Would you please start making sense?!" Humungousaur snapped.

"All in good time, Ben," The stranger said with that ridiculously wide grin. "All in good time. But for now, bon voyage!" He pulled out some sort of gun and fired at the ground near where Humungousaur had anchored himself. The ground explode, destroying part of the ground, including where Humungousaur had been holding onto. The force of the explosion and lack of footing sent the behemoth into the air and straight into the vortex. The Vaxasaurian's roars still echoed as the it closed.

"And so it begins," The stranger said, sounding quite pleased with himself.

"You call that a beginning?" A very, very, very cross voice said. The man turned around to see a stern looking, elder man wearing a long white labcoat with a pair of lab goggles hanging around his neck. This was Professor Paradox, time-traveler, scientist, and hero of another story.

"It's as good a beginning as I could get," The stranger said, suddenly looking sheepish.

"You could have at least tried harder to get Ben to agree to your nonsense of his own free will," The stranger turned around to see Azmuth glaring up at him. "That ridiculous impatience of yours is going to cost you dearly one of these days, if not the people you drag into your little games."

"You didn't even bother telling Ben anything about this universe you've sent him to," Paradox added with a glare of his own."You have thrown him into the lion's den!"

"If I wasn't confident in his abilities, then I would not have just blasted him there!" The stranger suddenly snapped. "Despite some of my methods, I honestly do know what I'm doing, Paradox. I wish you would have more faith in me!"

"Considering your own disdain for gods," Azmuth spoke up. "It feels rather ironic that _you_ of all people would demand faith."

"We're not having this discussion again, Azmuth," The stranger said firmly. "Look, all I'm saying is that Ben can do this! I know he can! Paradox, you know where all the shortcuts are. You know how this will turn out."

"Yes, but at least I bother to give Ben some clues and reassurance before sending him off," Paradox argued.

"Yet you don't bother telling Ben everything he needs to know," The stranger shot back. "How easier things would've been if you had simply told Ben about the Highbreed invasion, or the fact that it was the Omnitrix itself keeping Kevin in his second mutated form, and don't even get me started on the whole mess with Aggregor and the Forge of Creation!"

"If we could have done more for Ben, don't you think we would have?!" Azmuth retorted. "You know perfectly well why we can't."

"Because you allow yourself to be bound by rules and regulations!" The other man hollered. "I _don't_."

"And you risk destroying the multiverse itself simply by treating it as your own personal playground!" Azmuth snarled.

"Enough!" Paradox interjected. "This is getting out of hand. Right now we need to be discussing about Ben."

"If you want to get him back so badly, you can just go and get him," The stranger pointed out.

"You've already set events in motion now," Paradox said. "For better or worse, the timelines are altering to best fit the scenario you've set up."

"And the preparations are in place?" The stranger asked.

Azmuth nodded. "Yes, I've improved the Ultimatrix's capabilities."

"And then some," The man said with a smirk.

Azmuth glared at him. "I'm grateful you supplied me with all that information regarding the inhabitants of that universe. Using the Ultimatrix as a base, I was able to grant it the same amplifying capabilities as the Potis Altiare*. Now Ben's aliens are more powerful than they ever were. Granted, he won't be able unlock any new ones but this power boost should be worth it. If your information is correct, Ben will need his aliens enhanced just to survive."

"And I've prepared for when Ben's loved ones find out about this," Paradox added.

"Good," The stranger said, his massive grin now returning. "Well, now…it's time for the show to begin!"

Azmuth narrowed his eyes at his acquaintance. Despite his occasional frustrations with Ben, the Galvan genius was actually fond of him and Ben was a good boy at heart. If anything happened to him…Azmuth would not rest until his old friend payed.

…

Ben, who had long since changed back, could not help screaming as he was flung to and fro within the vortex he had been blasted into. He was spinning so much he couldn't tell which way was up and was in no position to use the Ultimatrix. Even if he could, what good would it do? None of his aliens short of Alien X had anything to do with dimension travel, and that was way too risky to try.

Suddenly the swirling redness was gone but Ben still felt like he was falling. Maybe because he was! But Ben's brain had little time to register all of this and take it in before he landed on something relatively soft. If Ben didn't know better, he'd swear it was…

"Sand?" Shaking his head, Ben got up to check his bearings. Sure enough, he had landed in sand. Correction, he appeared to have landed in some kind of desert. At least that's what Ben figured. A desert that seemed to stretch on for miles. And wherever he was, it was nighttime, as he could tell by the darkness and the bright moon. "Whoa. Where am I? Oh, that's right. Another universe apparently." He pinched the bridge of his nose. "All I wanted was to find something to do and what happens? I get sent to another universe! Even Paradox wasn't as vague as that guy was!" Ben took a deep breath. "Okay, getting angry won't help. First things first, I need to find civilization and fast." He looked in front of him, he looked back, he looked left, and he looked right. So far, all the directions looked exactly the same, nothing but sand. Ben sighed. "Could you have at least given me a map or something?"

…

In a further part of the desert, which is known as Hueco Mundo by its inhabitants, there is a great dome. Within this dome are a series of palaces and passageways. This is Las Noches, home to the powerful warriors known as the Arrancar. And their leader, a man by the name of Aizen, was sitting in his throne room with a contemplative look on his face. For just a brief moment, he had sensed a vast amount of power and energy the likes of which he had never sensed before. Just as quickly as it had appeared, it vanished. Aizen was certain that his army, or at least the Espada, had sensed the power as well. He didn't know what it meant, but he was certain of one thing:

Something interesting was about to happen in Hueco Mundo.

 **End of Chapter**

 **That's right, I'm back!**

 **No doubt you're all surprised that I actually decided to follow through with a remake, and I'm sure a lot of you are disappointed that I decided to start over instead of continuing where I left off. Several of you did supply me with pretty good ideas on how to continue, but I just couldn't do it. While my motivation to write Ben 10 and Bleach fanfics** was **at an all-time low, I was also just too ashamed of all the mistakes I made in the original version to continue on. I was actually tempted to quit all together, but I didn't want to let you all completely down so I figured starting over would be the best bet. I'll still leave the original version up for all of you, but hopefully you'll come to like this remake too.**

 **As you may have noticed already, there's going to be some changes in this fic. I'm thinking that, instead of a remake of both Bleach: Ultimate Alien and Bleach: Omniverse, I'm going to use ideas from both and combine them into one story. First and foremost, you'll notice how Ben's universe is separate from Ichigo's. It was the best choice since it would explain why Ben's never met Hollows and why the Karakura gang never heard of him.**

 **Of course you're probably wondering about this OC of mine who sent Ben there in the first place. Well, I actually created this guy in my head awhile ago. He's going to be the reason (in-universe) for all my future crossovers and since I was restarting Bleach: UA, I decided to go ahead and introduce him. You'll learn more about him later.**

 **But why did I create an OC to send Ben to the Bleachverse instead of having Paradox do it or have Ben get sent there by a freak-accident? Well, the reason I didn't use Paradox like I used to is because there wouldn't really be a point. Paradox would only get Ben involved if events in the Bleachverse affected his own. But since they don't and the Bleachverse has its own heroes, Paradox wouldn't send Ben there under normal circumstances. As for freak-accidents, like Ben being too close to some sort of experimental wormhole technology or something, well I'm not fond of using the freak accident plot personally.**

 **That's all for now. I'll explain some things in my A/N's but I'm trying to let the story itself do the talking. I will say one more thing though: There's not harem in this story. Period.**

 ***The Potis Altiare was a MacGuffin from the video game Ben 10: Cosmic Destruction. It was created by the Ancient Galvans with the funciont of boosting's one's natural abilities to tremendous levels. Throughout the game, Ben battles enemies who gained pieces of the Altiare, which amplified their powers. One of the pieces got broken so Ben had to use the Ultimatrix as a substitute piece during the final boss battle.**

 **The reason I had Ben been given this upgrade is because spiritual power gives the Bleach characters an unfair advantage against him (especially those like Kenpachi). Ben needed an edge to level the playing field and several of my friends and I agreed that maybe one of the upgrades Azmuth gave Ben could have enchanced his aliens' powers. And this is the perfect way to do it! Now nobody can really complain about me overpowering and underpowering Ben. Ha!**


	2. Meeting the locals

**Disclaimer: Ben 10 and Bleach do not belong to me.**

 **Thanks goes to Pyromania101 and the Incredible Muffin.**

 **Meeting the Locals**

Within the fortress of Las Noches there are ten warriors know as the Espada, each with their own incredible powers and abilities. All of them had felt the mysterious spike of power and weren't surprised that Lord Aizen had called them all together to discuss this mysterious development.

"It would appear we have an intruder," said the Octava Espada, Szayelapporo Granz. He was a bespectacled man with short, pink hair. He wore a long white shirt that covered all of his upper body up to his neck. The shirt itself bore three stripes, each starting at the collar with two running to each side of Szayelapporo's chest and the third stripe running down the middle. His pants were the same white uniform that each of his comrades wore, though his was a length shorter. He also wore white gloves.

"Is Soul Society attacking us already?" asked the Decimo Epsada, Yammy Llargo. He was a large and extremely muscular man with tanned skin, a ridged lined cranium…though perhaps his most interesting features would be the jaw bone attached to his own jaw…and the giant hole in the center of his chest.

"Doubtful," replied Ulquiorra Cifer, the Cuarto Espada replied. His chin was chalk white, which clashed with his short, messy black hair. His eyes were green with slit-like pupils. and thin, dark lines ran down from his eyelids to his cheeks. His white jacket had longer coattails and a broader collar compared to the others. He also bore a bone-white horned helmet-like item on the left side of his head and a gaping hole on his sternum. "Soul Society is not yet organized enough to launch an attack on Hueco Mundo."

"If it's not Soul Society then who is it?" demanded Baraggan Louisenbairn, the Segunda Espada. He was an elderly, yet muscular man. He bore a scar across his right eye and on the left side of his chin. He wore a regal looking coat with black fur lining and fur stripes running along the bottom. The man also wore gold wristbands and his waist bore three gold belts that were connected together with an emblem of the sun. Completing the man's ensemble was a hole in his chest and a five pointed crown resting on his forehead. "Who else would be foolish enough to attack us?"

"Maybe it's a lone Soul Reaper who has decided to invade Hueco Mundo alone," Szayelapporo suggested. "Thinking they alone can stop Lord Aizen."

This earned him a roaring laughter from Nnoitra Gilga, the Quinto Epsada. He was a tall, thin, and lanky man who's jacket bore a large, spoon-shaped hood and an opening that showed a lot of his midsection. The ends of his pants closed inside of his long and curved boots. Adding to the man's look was a big eyepatch over his left eye. "Sounds like fun."

"Enough," groaned Coyote Starrk, the Primera Espada. He had wavy brown hair and a faded goatee. He wore a white jacket outlined in black, though altered with the collar upturned. A black sash was worn around his waist similar to a matador and he wore white gloves. A hole was located in his sternum, above the tip of a bottom jaw bone that he wore like a collar around his neck. "I'm tired as hell. Let's keep things quiet around here."

One by one the other Espada sat down at the meeting table, waiting for their master to arrive.

Soon enough, Aizen arrived along with his cohorts, Gin Ichimaru and Kaname Tosen.

"Greetings, Ladies and Gentlemen of the Espada," Aizen said warmly to his warriors, who had all turned their heads toward to their leader the moment he entered. "I'm sure you are all aware by now that someone or something has come to Hueco Mundo."

The Epsada said nothing, simply looking at their leader and waiting to see what he would do.

"Although brief, I was able to evaluate the power I'm certain all of you felt," Aizen went on. "And whatever caused that power…was not Soul Reaper or Hollow."

The Espada all tensed up at those words. Not a Soul Reaper or a Hollow?

"Intrigued by this," Aizen said. "I decided to activate the surveillance…and I found something very interesting." He looked over at one of his associates. "Tosen? Would you activate the projector?"

Tosen was a man with dark skin, braided hair, and visor-like goggles over his eyes. He wore a long white robe and at his side was a katana-like sword that was held in place by an orange rope that hung around Tosen's body and hung around his neck.

"Yes, Lord Aizen," Tosen replied. He went over to a switch in one of the room's walls and pulled it. The center of the Espada's table opened and the Espada were greeted to a shocking image. Wondering through the desert of Hueco Mundo was a young man, probably in his teens, wearing a green jacket with a big number 10 in white letters on the left side.

"A human," Baraggan scoffed. "A human somehow came to Hueco Mundo?"

"This is indeed puzzling," Aizen said, though his tone showed he was more amused than puzzled. "This human does not look remarkable yet his presence shortly after that spike of power has to be connected."

"Do you know him, Lord Aizen?" Szayelapporo inquired.

"No," Aizen replied. "I am not aware of who he is or why he's here. At best, he is another poor human who somehow became involved with Soul Society and yet…there's something about the boy. Whoever he is, I can already tell he's interesting."

The Espada all gazed the boy on the projector. He certainly didn't look like much so why would Aizen find him interesting?

…

Ben trudged through the desert sand, hoping he was going the right way.

"If that guy was gonna send me somewhere sandy," Ben grumbled. "He could've at least sent me to a beach or something. Oh well. At least it's night out so it's cool." He looked up at the big bright moon. Then he noticed something odd. There were no clouds in the sky and yet…Ben just realized that there weren't any stars out. A bright moon, a cloudless sky, but no stars.

"What kind of world did I get sent to?" Ben asked himself. As he looked ahead, he thought he spotted something in the distance. It was still far away though, so it was hard to make out. But hey, if it was a building, Ben was all up for going there. He just hoped that, if it was a building and had inhabitants, that they were friendly.

"Walking's gonna take too long," Ben said as he activated the Ultimatrix. Scrolling through his aliens, he found just the one he was looking for and slammed the dial down. In a flash of green light, he transformed into what appeared to be a blue raptor with ball-like objects at the bottom of its feet and a black helmet over its head: XLR8.

"Time to speed things up," XLR8 said as his helmet's visor closed over his face. Quick as a flash he zoomed across the desert sand and straight towards what he hoped he was civilization.

…

Needless to say, Ben's unknown audience was caught by surprise. The Espada were all staring in wide-eyed shock while Aizen had a smirk on his face. He was right. This mysterious boy _was_ interesting.

"What the hell?!" Nnoitra bellowed. "I thought he was a human! What the hell was that thing? And how could it move so fast?"

"So there is more to our guest than meets the eye," Aizen said, causing all the Espada to turn their heads towards him. "Did any of you notice that gauntlet the boy was fiddling with before he transformed?"

"It's obviously the source of his transformation," Szayelapporo said with barely contained glee. Already he was wishing to get his hands on this boy and start experimenting.

"Agreed," Aizen said with a nod as the projector was deactivated. "And when the boy was tampering with his gauntlet, there appeared to be images of different creatures before he selected the form he is currently in. This means the boy has other transformations at his disposal."

The Espada looked down at the table now, thinking of this completely unexpected development. Some believed this boy was a potential threat and needed to be eliminated, some wanted to know what it would be like if they fought this boy, while those like Szayelapporo were simply eager to take him apart and see what made him tick.

"He's making his way to Las Noches right now," Aizen went on. "If you happen to encounter him, you are more than welcome to engage him in battle but do not kill him. I wish to meet the boy in person. For now, return to your rooms and remain on standby."

One by one the Espada departed and went back to their chambers. Aizen was still smirking as he made his way to his own chambers.

"You're looking cheerful," replied Gin Ichimaru, a silver-haired man with slitted narrow eyes and a smile that made him look like a snake.

"Cheerful?" Aizen repeated. "Hmm. That's one way to put it."

"You don't know anything about this guy or what he can really do," Gin went on. "And yet you can't help but be a bit excited that you don't know. You like having an unknown element here."

"You may be right, Gin," Aizen contemplated. "Everything has been going according to plan so far and it's been awhile when something unexpected came along. Sometimes…not knowing is part of the fun."

…

XLR8 was getting closer to his destination which, from what he was able to make out, was a massive dome-like fortress surrounded by several large towers and some smaller square buildings. The place was colossal, even from this distance! And the less distance XLR8 put between himself and the fortress, the bigger it seemed to be.

Still, there was a lot of stuff he needed to consider. Was this place inhabited? And if so, were the inhabitants friendly or hostile?

Of course the biggest question going through his mind was about his home. How would his friends and family react to finding him missing? And how would he even get back home in the first place?

XLR8 was suddenly jolted out of his thoughts when the ground suddenly shifted under him, knocking him off balancing and sending him sprawling. Shaking himself off, XLR8 looked around. That was weird, there was nothing out there, just sand. So what tripped him?

"Strange creature of unknown origin," a voice seemingly out of nowhere said. "I shall defeat you!"

Suddenly the sand began shifting, then part of it began forming together to create a shape. XLR8's eyes widened as the sand formed into a giant, humanoid figure with a gaping hole in its chest and a face that looked similar to a sand castle.

"Ooookay," XLR8 mumbled. "Wasn't expecting that."

"I am Runuganga!" The sand creature bellowed. "Guardians of the White Sands!"

"Really?" XLR8 muttered dryly. "I never would've guessed."

"I had heard that an intruder was making their toward Las Noches," Runuganga said. "As Guardian of this fortress, I will not allow you to continue further!"

XLR8 raised his hands in surrender. "Look! I'm sorry for trespassing but I'm lost and need some help getting back home!"

"Foolish creature!" Rununganga yelled down at the Kinceleran. "Your plight means nothing to me. All that matters is that I prevent you from reaching Las Noches!"

"Yeesh," XLR8 mumbled. "This place must not get a lot of visitors with you as the doorman!"

Angrily, Runuganga raised a massive arm and brought it down towards XLR8 but the speedy alien dodged the attack with ease, moving right behind Runuganga.

"Missed me!" XLR8 boasted.

Rununganga shifted his body, glaring down at XLR8. "Yes, your speed is most impressive for a non-Hollow. But the sand is my body, there is nowhere you can truly run!"

The next thing XLR8 knew, the ground beneath him turned into a sinking pit. Not really in the mood to be buried alive, the Kineceleran kicked his feet furiously. If he could just build up enough speed, or at least gain some kind of footing, he could easily blast out of here. Runuganga noticed his struggling.

"It is useless to resist, little insect!" Runuganga raised a massive arm. "Be buried in the desert sand!"

"Oh boy!" XLR8 cried out as he hand went to the Ultimatrix symbol on his chest. There was a brief flash of green light just as Rununganga's fist slammed down.

Runuganga laughed triumphantly, confident he had buried the strange intruder. But then he felt something shift through the sand, shifting through him! Suddenly something burst out of his arm and landed onto the sandy ground. Gone was the blue lizard-like creature and in his place was about to be a yellow armored, bipedal armodillo with jackhammer-like parts on his elbows, hands, and wrists.

"Sorry, 'Guardian of the White Sands!'" The being taunted in a deep voice. "But nothing can bury Armodrillo!"

"What is this?!" Runuganga cried out in shock. "You have changed form?!"

"Yeah, I tend to do that," Armodrillo joked.

While Ben had plenty of aliens who could defeat this guy, this building was the only sign of life he had seen so far. If he hoped to get the inhabitants' help, he needed to make a good impression, and beating up their watch-dog wasn't a very good start. So for now he'd better just amscray.

"Hiding a secret ability in an attempt to deceive me," Runuganga growled. "You are truly beyond forgiveness."

"If you thought that was bad, wait till you see this next one!" Armodrillo shot back before diving into the ground.

"It's no use!" Runuganga yelled. "The sand is my body! Hiding within it is hiding within me! You have only brought your demise upon you faster!"

But no, Runuganga soon realized he was wrong. He could feel the so-called "Armodrillo" moving through the sand with ease, like he was swimming in it! He could feel the strange being making his way towards Las Noches…through the very sand that surrounded it!

"Noooo!" Runuganga roared. "You will not step foot upon the sacred ground of Las Noches!"

But it was too late, the creature had vanished within Las Noches! Runuganga, the great Guardian of the White Sands…had failed.

Runuganga wailed in despair over the fact that he had failed Lord Aizen, fearing what sort of retribution his master would inflict upon him.

…

Unknown to Runuganga, Aizen had been monitoring the whole thing through his surveillance system. Though he had not seen much, what he had witnessed only increased his curiosity.

So he was right about the boy had multiple transformations, and he was capable of switching from one form to the next without reverting to his human form. So many questions flooded Aizen's mind: How many transformations did the boy have? How did the boy acquire such a device? And furthermore, how was it that Aizen had never heard of him before?

There was other things that Aizen had noticed during the confrontation between Runuganga and the intruder. Not once did the strange individual actually try to fight Runuganga. He simply dodged and ran away, never attacked. Was the boy not here to invade Los Noches? And if so, what was he here for?

So many questions and no answers…yet, anyway. So the boy was now within Las Noches and there was still plenty of opportunities to see what he was capable of, especially if he ran into any of the Numeros along the way. Maybe he would even run into one of the Espada, or at least the Privaron Espada.

For now, Aizen decided he would sit back and enjoy the show.

…

After Armodrillo escaped from Runuganga, he navigated through the sand towards the giant dome, Las Noches as the sand guy called it, and emerged to find himself in a dark cavern, probably just beyond the dome's walls. Once Armodrillo climbed out of the ground, he touched the Ultimatrix symbol on his chest, reverting back to normal.

"Okay," Ben said to himself. "Got inside. Now I just need to figure out where to go." Seeing as how going backwards, left, or right wasn't an option, forward was the only way.

As Ben made his way down the dark cavern, he couldn't help thinking about what kind of beings might live here. If this Las Noches was guarded by a sand monster, who's to say the inhabitants didn't have their own dangerous powers or weapons.

Ben groaned. If that was the case, he'd better prepare himself…and hope that there were at least some people here willing to just listen instead of instigating a fight.

Ben noticed a light up ahead and picked up his pace. Soon he found himself in a torch lit room that split off into six different corridors. Ben slouched in exasperation.

"It's like this place wants to see how hard it can make things for me," Ben grumbled in frustration. Taking a big sigh, he eyed the different corridors, wondering which one he should take. Since it didn't really matter in the end, Ben just ran off in a random direction.

…

Gin Ichimaru was sitting at the console to one of Las Noches' various control rooms, pressing numerous controls. Like Aizen, he had witnessed the boy's confrontation with Runuganga and his own interest was definitely peaked. So he decided he was going to have a little fun.

Sensing someone behind him, he turned around and smiled when he realized it was Tosen. "Ah, hello, Tosen. What brings you here?"

"I was wondering where you had disappeared to, Gin," Tosen replied. He entered the room and stood beside his comrade. "Are you perhaps tampering with the passageways?"

Gin just smiled at him, not that Tosen could see it. "Now why would you assume that? I'm just monitoring the boy's progress is all."

Tosen, who obviously didn't buy it, did not dignify that with a response.

Gin looked back at the controls. "Oh my. Looks like he's heading straight for Tres Cifras."

Tosen sighed. "Tres Cifras. Don't you think you're being too cruel, sending him that way?"

"What do you mean?" Gin asked slyly. " I had nothing to do with it. The poor fella just picked the wrong path."

Tosen strongly doubted but he didn't bother saying so aloud.

…

Ben continued onward, starting to feel annoyed that all he was encountering was hallways. Not a single sign of life so far. And he found himself in darkness again. The lit torches back in that hallway clearly showed somebody lived here. What? Were they too lazy to light up all the hallways? Or better yet, go for electricity?

His mood picked up when he saw some light up ahead and he kicked it into high gear. Shielding his eyes from the bright light for a moment, Ben took a look around once they adjusted. He was inside a massive room filled with long stone pillars all over.

"Who decorated this place?" Ben muttered. "Is this supposed to be some kind of training room or something?"

At that moment, a whooshing noise reached Ben's airs and his warning senses kicked in. He ducked out of the way as something zoomed past him and slammed into the spot where he had been standing. He turned his head and got a good look at what almost hit him. It looks like a large, golden disk with a rope attached to it, giving it the resemblance of a giant yo-yo. And the crater it made in the ground clearly showed it was more than just a toy.

"Pretty impressive reflexes," A feminine voice taunted. "For a human anyway."

Ben looked in the direction of the voice and spotted a figured standing on one of the center pillars. The assailant was a woman wearing a white, poofy dress with attachments that looked like butterfly wings, complete with white, finger-less gloves that covered the upper half of her arms and knee-high black boots with legwarmers. Despite the fact that she just attacked him, Ben had to admit she was pretty cute with purple-hair, purple eyes, and purple tear drop-like markings (a bit too much purple in Ben's opinion) just beneath them. Finishing her look was a spiky looking hairpin on the left side of her head. In her hand was a katana hilt and the wire that was attached to the disk. She yanked back on the wire and the disk flew towards her, where it landed on the handle, which she then shouldered.

"All of Las Noches has been buzzing about how a human with a transforming gauntlet made his way here," the woman said, giving Ben a sadistic smirk as she snapped her weapon's wire between her hands. "I was actually hoping you'd run into me so I could see it for myself."

Well this definitely confirmed that people lived here and they were apparently human. Yet, when she called Ben a human it was if she considered herself something else.

Ben quickly held his hands up in surrender. "Look, I'm sorry for trespassing but I'm don't want any trouble."

The woman raised a brow at him. "What are you talking about?"

Ben sighed. "Look, me being here is all one big misunderstanding. So uh, is there somebody in charge here that I can talk to and get this whole mess straightened out?"

The woman just stared at him for a moment before going into full-blown laughter.

"You…you really expect me to believe that you ended up here by mistake?! And then you ask me to take you to Lord Aizen?! What kind of idiot do you take me for?"

Ben cringed. Just once he would like to run into someone who was actually willing to just listen first. "I'm not lying, I swear! Like I said, I'm not looking for trouble."

"Well too bad because you found it!" The woman yelled, pulling back her weapon before swinging it, sending the golden disk flying right at Ben, who had just enough time to move before the disk made another hole in the ground. Ben quickly took shelter behind one of the pillars. He really, really wished that he'd meet someone who would be willing to listen for once.

"You can run!" the woman taunted. "But you can't hide!"

He could hear the disk coming at him and quickly moved away from the pillar, which was a wise choice because as soon as the disk struck the pillar, it crumbled to pieces. Ben stared at the damage done.

"If I get hit with that, I'm a goner," Ben said. He ducked behind another pillar and activated the Ultimatrix. He had no choice but to incapacitate her and hope she'd listen then. He found just the right aliens and slammed the dial down.

His assailant spotted the green flash of light and smirked. The reports had mentioned that the boy's transformations were preceded by a green light. Looked like she finally got a fight on her hands.

"Try to keep this interesting!" she yelled as she flung the disk at the pillar the green light came from. She smiled smugly as the pillar was shattered. There was no sign of a body, which meant he wasn't dead. "Come on out, creature boy. I don't want this to be boring."

"Alright," a deep voice said. "Since you asked so nicely."

The woman perked up at the voice as a figure stepped into view. A mummy-like being with glowing eyes. He wore a black and gold Egyptian headdress, with black bracers and greaves: Snare-oh. This earned a mildly surprised look from the woman.

"Well," She said. "I was told you could turn into strange creatures but I honestly wasn't expecting a mummy." She smirked. "What, can you turn into Frankenstein and the Wolf-Man too?"

"Actually, yes," Snare-oh said smugly. This took the woman aback.

"Uh…well," she narrowed her eyes at him. "You're gonna need all those bandages by the time I'm through with you!" She launched the golden disk at Snare-oh who simply stood there, not even bothering to shield himself as the weapon struck him. The woman laughed as the spinning disk slashed his shoulder, bandages flying everywhere. "You didn't even run away!" she taunted as she saw a massive gap between Snare-oh and the left half of his body. "What, do your forms make your stupid or are you just naturally like that?" But her laughter died when she saw Snare-oh's bandages suddenly mending and reconnecting together. Snare-oh looked good as new, even flexing his left "fingers" just to show he was fine. The woman stared at him in shock.

"Sorry," Snare-oh taunted back. "You're gonna have to try harder than that." Taking advantage of her stunned state, Snare-oh grabbed the wire connecting the disk and the woman's hilt. Before the woman had time to register what Snare-oh was doing, he gave the wire a massive tug. Unprepared for such a move, the woman was flung towards Snare-oh, who raised his hands towards her and unleashed his bandages, wrapping up all of her body but her head. Once he was certain she was completely immobilized, he put her down on the ground gently. She looked up at him in surprise.

"Like I said," Snare-oh told her. "I'm not looking for a fight. I just want to talk to your leader, who I'm guessing is that Lord Aizen guy you mentioned. If you could at least point me in the right direction, I'll let you go, I promise."

The woman just stared at him in shock. Then her eyes narrowed. "Rip off…Golondrina!"

Snare-oh's eyes widened as the bandages around the mysterious woman exploded thanks to a burst of power, knocking the alien off his feet and sprawling onto the floor. As his bandages started regenerating he slowly sat up, wondering what just happened. His eyes widened yet again when he realized that the woman had undergone a drastic transformation.

The first thing that stood out was the fact that she had wings. Large ones with ten cresent-shaped black feathers on each. She was wearing some kind of beak-like headdress with a long white mane that extended past the length of her body. Golden disks similar to her weapon, which had mysteriously disappeared, covered her shoulders and sticking out of them were long, slender, clawed arms in place of hers. Unless by some chance those were her actual arms.

"You think you can just come in here," the woman growled. "And make a fool out of me!" She flapped her wings, ascending into the air and hovering over Snare-oh. "Prepare yourself, you movie monster reject! I, Arrancar No. 105 Cirucci Sanderwicci, will destroy you!" To demonstrate, she began striking at the surrounding pillars with her wings. Much to Snare-oh's shock, she actually managed to cut through the pillars, causing them all to topple down.

"Uh oh," was all Snare-oh could say.

Cirucci grinned sadistically. "Let's see you regenerate when I cut you to shreds!" Suddenly her feathers flew off her wings, revealing that they weren't feathers at all, but crescent shaped blades. And they were coming right at Snare-oh! The Thep Khufan dodged out of the way as the blades shot past him and struck the ground. Snare-oh shot his bandages at them in hopes of robbing Cirucci of her main weapons but his bandages were being torn apart just by touching them.

"No good," Snare-oh grumbled as his 'fingers' regenerated. "Those blades aren't just sharp, they're vibrating, and really fast too. It's like trying to grab revved up buzzsaws."

Suddenly the blades flew off the ground and back towards Cirucci, settling back onto her wings.

"Oh great," Snare-oh groaned when he saw this. "Guess it's time to dial in somebody else." He touched the Ultimatrix dial on his chest.

Cirucci turned toward the green light and grinned. "Transforming again, huh? Why don't you come out and show me what you've turned into now?"

Into view stepped a hulking broad-shouldered creature with a mostly white body save for a dark patch on to the top of its head with a black line running down between its green eyes. It had yellow plating on its back, shoulders, sides, and the back of its arms.

Cirucci was rather unimpressed by this new form. "What is that supposed to be?"

"Cirucci Sanderwicci," The alien grinned. "Say hi to Cannonbolt!"

"Hmph," Cirucci grinned. "You think a fancy name can save you?" She fired her 'feathers' again.

Cannonbolt quickly curled up into a ball and began spinning rapidly in place.

Cirucci laughed as her blades flew towards Cannonbolt. "Curling into a ball? Is that all this guy can do? How can such a stupid ability possibly…" The rest of her taunt died on her lips as her blades began bouncing off of Cannonbolt's shell, which didn't even look scratched. Her eyes grew wide. "What?!"

Cannonbolt stopped spinning and uncurled himself. "Sorry, lady. But Cannonbolt's pretty durable." He curled up into a ball again and fired himself at Cirucci. The stunned woman was unable to dodge or block, making her take Cannonbolt's full force head on. Cannonbolt slammed into her with force true to his name, sending her flying into a pillar right and destroying it in the process. Dazed and hurt, Cirucci weakly looked up as Cannonbolt uncurled himself again.

"Look," Cannonbolt said gently. "I really don't want to fight you. Can we please call it quits and start over?"

Cirucci's face contorted in rage. "I will not allow some freak-show like you to get the better of me! I'll…"

"You will do nothing, Cirucci."

This new voice stopped Cirucci cold and her eyes widened in shock and fear. Cannonbolt shifted himself to where the new voice came from. In front of them was a man with chalk white skin, a strange and what appeared to be a broken helmet on his head, a katana-like sword at his side…and a gaping hole in his sternum.

"U…Ulquiorra!" Cirucci began trembling, something that didn't go unnoticed by Cannonbolt.

"The Espada and Privaron Espada were allowed to engage the boy in battle should they encounter him," Ulquiorra said in a monotonous voice that even gave Cannonbolt chills. "But Lord Aizen stated that the boy was not to be killed as he wished to meet with him. You allowed your pride and anger to get the better of you and disobeyed orders."

Cirucci gulped.

"And from what our surveillance picked up," Ulquiorra went on, "The boy was willing to see Lord Aizen without conflict yet you attacked him regardless."

Cirucci's shaking increased but Ulquiorra directed his attention towards Cannonbolt now. For a minute he simply took in the creature's form. Cannonbolt chuckled and scratched his head sheepishly.

"Hey, sorry for intruding," Cannonbolt said. "And attacking your friend here."

Ulquiorra ignored the comment about Cirucci being his friend. "You were willing to surrender yourself for safe passage through Las Noches yet she attacked you. I believe you were justified in defending yourself."

"Um…" Cannonbolt looked over at the trembling Cirucci. "Is she gonna be in trouble?"

Cirucci gasped as Ulquiorra turned his head back towards her. "That will be for Lord Aizen to decide. I am Ulquiorra Cifer, the Fourth Espada, and I have been sent to bring you before to him."

Cannonbolt touched the Ultimatrix symbol on his chest and reverted back to his human form in a flash of light. "Ben Tennyson." He offered his hand out. Ulquiorra simply gazed at it before turning around.

"Follow me," he said curtly before already walking head.

Ben's hand dropped to his side. "Friendly guy," he muttered as he quickly followed after Ulquiorra. But…he couldn't resist giving Cirucci a passing glance. The woman was still sitting where she had been knocked down, staring at the departing duo. This Ulquiorra guy must really be something to leave her in such a state. And then this Lord Aizen guy. What was he like? That reminded him, Cirucci called herself an Arrancar while Ulquiorra called himself the fourth Espada. Were those all ranks or something?

"Ben Tennyson," Ulquiorra said as they walked down the hallway. "Do you know where you are?"

Ben shrugged his shoulders. "Not really. I only know that this place is called Las Noches and that's because I heard it from that Runuganga guy."

"So you don't know the name of this land?" Ulquiorra inquired.

"Nope," Ben replied.

"You are in Hueco Mundo," Ulquiorra informed him.

"Hueco Mundo," Ben repeated the word. "That sounds Spanish."

Ulquiorra looked back at him, as if trying to see if he was joking. "Have you ever heard of Hollows?"

Ben frowned. "Hollows? No, can't say that I have. I mean, my cousin sometimes said my head was hollow but I doubt that's what you're talking about."

"What about Soul Society? Soul Reapers?"

Ben's frowned deepened. "I've never heard of any of those." Judging from how this guy was asking about them, Hollows, Soul Reapers, and this Soul Society must've been major factors in this universe. He wondered what it all meant.

Ulquiorra faced forward again. "Lord Aizen has questions he would like to ask you. And it seems you may have questions as well. He will explain everything to you."

Ben wasn't sure if that was a good thing or a bad thing.

The rest of the trip was in silence. Ben would've struck up a conversation but Ulquiorra didn't look like the conversationalist and since the guy already said this Aizen would answer all his questions, there was no point in asking him for any information.

After what seemed like hours, Ulquiorra led Ben to a doorway. "Please wait in here," Ulquiorra said as he opened the door. "I shall go and see Lord Aizen and he will decide what shall happen."

Anxiously, Ben looked inside and found an empty room inside. All it had was a window, giving a view of the bright moon.

"It's not much," Ulquiorra stated the obvious. "But it is only temporary. I shall return when Lord Aizen has decided your fate."

How pleasant. Ben wondered if he would need to bolt and take his chances somewhere else in this Hueco Mundo. But, since he had no other option right now, he stepped into the room and Ulquiorra closed the door behind him. There wasn't any locking sound but Ben figured that Ulquiorra was confident that Ben wouldn't bother escaping. And for the moment, he was right. Ben decided he would wait and see what would happen before he made any moves first. He just hoped this Aizen guy was at least somewhat reasonable.

…

Aizen's attention was drawn when Ulquiorra entered his throne room. "Welcome back, Ulquiorra."

Ulquiorra bowed. "Lord Aizen," He said. "I have brought the human. He is currently placed in one of our spare rooms."

Aizen smiled. "Well done, Ulquiorra. Have you been able to learn anything about him?"

"His name is Ben Tennyson," Ulquiorra replied. "Apparently he knows nothing of Hueco Mundo, Soul Society, Soul Reapers, or even Hollows. Normally I would be skeptical about such a claim and yet I detect no attempts at deceiving me. The boy truly does not know."

Aizen tilted his head. "Interesting. Did he tell you how he came to be here?"

"Forgive me, Lord Aizen, but I did not ask," Ulquiorra said. "I believed you would want to hear that firsthand."

"I see," Aizen said softly. "That is very considerate of you." He got up off his throne. "I shall gather the rest of the Espada. Bring the boy to me, Ulquiorra. It's time this Ben Tennyson and I met face to face."

"At once, Lord Aizen," Ulquiorra stood up and proceeded to leave the room.

Aizen stared up at the ceiling of his chambers, contemplating his new guest. "Ben Tennyson, hmm?"

…

Ben, who had decided to just sit against the wall, wait, and fiddle with his Ultimatrix, slightly jumped when the door opened. He relaxed a bit when he realized it was Ulquiorra at the door but not by much.

"Lord Aizen wishes to speak with you," Ulquiorra said. "Come." Then without waiting for Ben to get up, he headed off, forcing Ben to quickly pick himself up off the wall, which he noticed had caused his back to stiffen up, and struggle to get feeling in his back while trying to keep up with Ulquiorra. After walking for a bit, Ulquiorra approached a large pair of doors, which he proceeded to push open.

When Ben looked inside, he could see right away that they had an audience. Multiple people were in the room, all directing their attention towards Ulquiorra and Ben once the doors were opened. Although their outfits were of various designs, they were all colored white, just like Cirucci's and Ulquiorra's. Must be some kind of trend.

"Hello, Ben Tennyson," A voice greeted him warmly.

Ben noticed a high platform at the far end of the room. On the platform, sitting on a throne, was a man with slicked back brown hair smiling down at him.

"Allow me to introduce myself," The man said. "My name is Sosuke Aizen. Allow me to properly welcome you to Las Noches. I apologize for any inconvenience my guards have given you, which I can imagine was quite a lot."

Ben grinned awkwardly. "Well, I _am_ an intruder and they were just doing their jobs so…"

Aizen chuckled. "How considerate. I understand that you wished to talk to me and at the same time, I am very curious about you. Why don't you tell me more about yourself and I'll see if I can help you in anyway I can."

 **End of Chapter**

 **I was originally going to have Dordonii be Ben's opponent like in the original, but some of my friends said that since this is a remake, why not mix things up. Why did I use Cirucci? Well, she and Dordonii got a lot more screen-time than Gantenbaine did so I thought she'd be a better option.**

 **After taking an interest in Castlevania, I'm in a monster mood. So Ben's movie monster aliens are going to get more spotlight in this fic. Sadly, since this takes place in Ultimate Alien, Ben doesn't have Whampire. Although I could always make it that Azmuth was able to get a Vladat's DNA before they went extinct. I haven't decided yet.**

 **By the way, the Ultimatrix's translator is on, which is why, aside from the names of buildings and Zanpakuto, everyone is using English terms like "Lord Aizen" instead of "Aizen-sama". I was thinking about making the translator only partially translate the words so that the characters would be speaking English but using Japanese terms...but that was pointless so I scraped the idea.**

 **By the way, the reason why Szayel's name is now Szayelaporro is because the wiki has shown that those Szayelaporro is his full first name instead of Szayel being his first name and Aporro being his middle name.**

 **Meanwhile, like in the original version, Harribel's name is Tia Harribel instead of Tier Harribel or Tia Halibel.**

 **That's all I have to say for now. See ya later!**


	3. Aizen

**Disclaimer: Bleach and Ben 10 do not belong to me**

 **Thanks goes to Pyromania101 and the Incredible Muffin.**

 **I reworded the last part a bit. It was voiced that Aizen sounded too overconfident and that he was always cautious before fusing with the Hogyoku. Aizen was always a Smug Snake even before then, but, considering that Ben is unlike anything he's ever encountered before,** **I could see why even Aizen would want to be a little cautious. At least until he got a better scope of Ben's powers, then he'd be back to the cocky jerk we all know and hate.**

 **Aizen**

Ben couldn't fight his apprehension as he took in his surroundings. He was the center of attention to everyone in the room. Some eyed him with curiosity, others with contempt, and some with eagerness. It took everything he could to fight back a shiver. But what he really couldn't help but notice was that a lot of the people had holes in their body, including places that they shouldn't have been able to live with, such as in the chest where a person's heart was. How did they have those holes and how they were still alive? Ben didn't know, but he had a strong feeling he wasn't going to like the answer.

"Now," Aizen said, drawing Ben's attention back to him. "There is a lot we could learn from each other. May I ask you some questions first?"

While Ben was grateful that Aizen was willing to just talk things out, he wasn't going to immediately trust this guy. Still, he was in an unknown place and currently outnumbered. He decided to go along for now. "Sure. That sounds fair."

Aizen smiled. "Tell me about your transformations. I'm quite intrigued by them."

Ben wasn't surprised there. He pulled back his sleeve and held his arm up, displaying the Ultimatrix in full view. Everyone in the room gazed at it. "This is the Ultimatrix. It contains the DNA of different aliens." Ben decided he would be just open enough to earn Aizen's trust, but not tell him everything.

There was a collective gasp from the peanut gallery and even Aizen's eyes widened, albeit by a fraction. "Aliens you say?"

"Bullshit!" Nnoitra bellowed angrily, drawing everyone's attention to him. "Aliens aren't real! This guy's gotta be lying!"

"Nnoitra," Aizen spoke his name softly, but the Espada still flinched at being addressed by his master. "Please allow our guest to finish. I don't see any reason why he would lie to us. Besides, just because the existence of aliens hasn't been proven doesn't mean that they don't."

Nnoitra looked nervous. "Yes. Forgive me, Lord Aizen."

So aliens either didn't exist in this universe or their existence just hadn't been discovered. If that was the case…then who were these guys?

Aizen looked back at Ben now. "So this Ultimatrix allows you to transform into aliens through their DNA. Quite the impressive weapon."

"Well, it's not really a weapon," Ben said. "It's a device meant for peace."

Nnoitra looked like he was about to give another outburst but one look from Aizen quickly shut up. Nonetheless, everyone else present were murmuring amongst themselves and some were giving Ben looks of strong skepticism.

"Forgive me, Ben," Aizen said, as if voicing everyone's thoughts. "But considering the potential of such a device, I find it hard to believe that it is a tool for peace."

"Well, it _can_ be used as a weapon," Ben admitted. "But the creator originally intended it to be used as a means of understanding others. It makes the 'walk a mile in someone else's shoes' very literal."

Several of the others now looked disinterested and disappointed, as if they were hoping the Ultimatrix was a genuine weapon. Others, like Szayelaporro and Starrk, looked at the Ultimatrix with awe and curiosity respectively.

"Really?" Aizen said. "I assume that, since you are in possession of it, you are some sort of peace-keeper where you come from."

"I do peace-keeping," Ben said. "But for the most part…I'm basically a superhero."

This earned him several guffaws and some more scoffs from the peanut gallery. Ben frowned but otherwise did nothing. He was used to this reaction by now.

"And where exactly are you from?" Aizen questioned.

Now came the dicey part. "I come from a town called Bellwood. It's on Earth…in another universe."

Aizen's eyes widened considerably more while the room erupted with talk. Everyone was yelling at the same time so their voices mingled together, but Ben could make out disbelief, shock, flat out refusal of his claim, and quite a lot of profanity.

"Everyone," Aizen's calm voice brought everyone to a halt. Once the room filled with Aizen eyed Ben. "So you claim to be from another universe? Do you have any proof of this? And if you are, then why are you here?"

Ben took a deep breath. Aizen was hearing him out but he had to make sure he could really convince them. "I'm really popular in my universe. Everybody knows who I am, but you've never heard of me. Plus," he activated his Ultimatrix and started turning the dial, showing the holographic images of his aliens. "You've never seen any of these guys before, because they don't exist here."

"Your reasoning is fair," Aizen acknowledged. "But there are other possible explanations for your Ultimatrix, your transformations, who you are, and where you are from."

Ben cringed. True, his proof was flimsy at best but it was all he had.

"However," Aizen continued. "I have witnessed many things in my life. The existence of alternate universes isn't impossible and if you were trying to lie to me, you would told me something far more convincing. I will give you the benefit of a doubt for the time being."

Ben was relieved.

"But, if you are indeed from another universe," Aizen went on. "How did you come here?"

Ben sighed and scratched his head. "It wasn't by choice. Things were really peaceful in my universe and I didn't have anything to do. Then some guy claiming he knew a…friend of mine showed up. Said he knew a way to kill my boredom and suggested I go to another universe. All I said was that maybe going to a different universe would be cool, so he opens a portal and sends me flying into it! Next thing I know, I land in some kind of desert and well…here I am."

There was nothing but silence as Aizen took everything in. Everyone else was silent, waiting to see what would happen next.

"Well," Aizen said finally. "It sounds like you've had quite the experience."

Ben shrugged. "That's one way of putting it."

"Indeed," Aizen said with a nod. "Ben? Could you please wait outside for a moment?"

Well this was it. Knowing that he had very little choice in the matter, Ben turned around and headed out the door. Figuring they probably wanted the door closed, Ben proceeded to do just that. Once the doors were close, Aizen went straight to business.

"Well, my dear Espada," He said to his warriors. "What do you think of this?"

"The boy has to be lying!" Baraggan said firmly. "Alternate universes? Aliens? Rubbish."

Aizen just smirked. "Are you truly one to say such things, Baraggan? After all, you were once convinced Hueco Mundo was the only realm in existence."

Baraggan narrowed his eye at Aizen but said nothing else.

"If what the boy says is true then he is a scientist's greatest dream!" Szayelaporro gushed. "Proof of alternate universes? Extraterrestrials?!" He moaned in ecstasy, deeply disturbing those closest to him.

"That device of his is of great interest," Ulquiorra commented. "From what I saw, he was able to hold his own against Cirucci Sanderwicci, even though he was merely defending himself. Furthermore, there is much we don't know about this Ben Tennyson, particularly how many transformations he has and what they are each capable of."

"Hard to believe something like that was created for something like understanding others," Starrk commented. This took everyone by surprise. Starrk hardly spoke his mind, being content to just stay quiet and let everyone else do the talking.

Aizen smiled. The fact that this Ben Tennyson managed to get Starrk to participate was impressive.

"Agreed," Baraggan spoke up. "A device that grants the wielder multiple transformations and it was intended as a means for peace? Hmph. Surely whoever made that thing should've known others would try to use it as a weapon. In fact, if the device has enough forms, it could grant anyone the power to conquer all."

If only Baraggan knew.

"All that potential power at his disposal and he cares more about being a hero," grumbled Grimmjow Jeagerjaquez, the Sexta Espada. He was a wild looking man with electric blue hair, an open shirt showing a muscular chest, a jawbone on the right side of his face, and a hole in his torso. "How pathetic."

"The fact that he uses his powers for justice is admirable," argued Tosen firmly, turning his head towards Grimmjow.

"But now that he's here," Gin threw in. "What do we do with him?"

"An excellent question," Aizen said. "And while the boy himself is fascinating, I am curious about whoever sent him here and why. Did this person send Ben here to disrupt my plans? Or is he trying to aid me by sending me a potential ally? Either scenario is possible but Ben himself knows nothing of Hollows or Soul Reapers. Surely if Ben had been deliberately sent here, his sender would have told him about where he was being sent to."

Nobody said a word as they took Aizen's words in. Even though they knew a little bit more about Ben Tennyson, there was still a lot of questions left unanswered.

"Still," Aizen continued. "I cannot overlook the prospect of a new ally. If Ben truly knows nothing of Soul Society or Soul Reapers, that works to my advantage."

This news shocked a decent amount of the room's occupants.

"You wish to recruit him?" Baraggan asked, not particularly thrilled.

"There is no reason why I shouldn't," Aizen said. "While I don't know the intentions, if any, of the one who sent him here, I cannot overlook such a promising addition to our army."

Some, like Szayelaporro, were thrilled. Others were shocked and some wanted to speak out against this, but Aizen looked at the naysayers and they immediately fell silent.

"But first," Aizen said, a smirk on his face. "Let us see if the boy will lend us his power willingly."

This took everyone, even Ulquiorra, by surprise. Aizen wasn't going to use his usual method? This was a first. But could he really get the boy to join them by choice?

…

Ben found himself sitting against wall again as he waited for news. Obviously there was a debate about what to do with him. Ben sighed as he looked at the ceiling. So far Aizen was at least willing to give him the benefit of a doubt and he seemed helpful enough. Still, Ben was on guard. Sure the guy seemed friendly but that didn't mean he was completely trustworthy. Ben had dealt with enough backstabbers to know that he needed to take whatever anyone said with a grain of salt.

Ben's thoughts drifted to other things. There was no guarantee this Aizen guy knew a way to get him home. Was there any way in this universe that could get him back to his at all?

Ben was snapped out of his thoughts when the doors opened.

"Come back inside," Ulquiorra, the one who opened the doors, said.

A bit irked at Ulquiorra's demand, Ben still picked himself and walked back into the room.

"Ben Tennyson," Aizen said. "I do not know how to send you back to your original universe."

Ben hadn't really expected Aizen to know a way but disappointment filled him all the same.

"However," Aizen said. "It would be cruel of me to not at least find a way to send you back home."

Ben raised a brow. "What? You think you can actually find a way to send me back to my universe?"

"I believe so," Aizen said. "But it will take time and effort to do so."

"Not surprised," Ben said. "These things usually are."

"In the meantime," Aizen went on. "Since you are here, I would to ask something of you."

Uh oh, here it comes. Ben had a feeling this wasn't going to be free.

"A war is coming," Aizen said. "And I could really use your help."

A war? Oh great. Ben just wanted a way to kill his boredom and instead he got dropped right into a war?! Some _vacation_.

"But first," Aizen said quickly. "There are some things you need to understand. Earlier I noticed the glances you gave my troops. No doubt you are curious over the holes in their bodies and the bones they wear."

Ben cringed as he looked down at his feet at being caught. "Sorry," he apologized.

"There is no need to apologize," Aizen assured him. "Your curiosity is perfectly understandable. But Ben, you must prepare yourself for what I am about to tell you. We…are spirits."

Ben's head shot up as he stared at Aizen. "What? You're…you're _ghosts_?!"

"We are," Aizen confirmed.

Ben's jaw dropped and he found himself at a loss for words. Ghosts? Actual ghosts? The dear departed? Sure he was used to dealing with a lot strange things, including aliens that were _ghost-like_ in nature, but he had never encountered _actual_ ghosts _._

"I, along with Gin and Tosen," Gin waved and Tosen nodded as Aizen addressed them. "Are Soul Reapers."

"Soul Reapers?" Ben asked, repeated. "Is that like the Grim Reaper?"

Aizen chuckled, familiar with the livings' image of what a reaper looks like. "In a sense. The purpose of Soul Reapers is to guide souls to the afterlife, known in this universe as Soul Society."

"Soul Society," Ben said to himself before looking back at Aizen. "What about Hollows?"

"That requires a bit more to explain," Aizen said with a chuckle. " So I will give you the basic explanation. You see, when people die in this universe, their spirits have a chain that attaches them to their physical bodies. These chains, known as Chains of Fate, will keep them bound to their living bodies but they are capable of being broken. When the chains are broken, they start to corrode through a process known as Encroachment. The more a spirit lingers in the Land of the Living, the more the chain will corrode. When the chain has fully corroded, the soul will transform into a Hollow. Hollows are masked, bestial creatures who are guided by instinct to devour souls."

Ben felt his blood run cold. "E-eat souls?" He asked. Then he noticed that several of the occupants in the room were giving him dirty looks.

"Do not blame them, Ben," Aizen said softly. "Hollows are consumed by a void which forms when their transformation is complete. They wish to fill that void, symbolized by holes in their bodies, and will go to extreme lengths to have it filled."

It then registered in Ben's mind on why so many people in the room had holes in their bodies.

"As you may have guessed by now," Aizen said. "Those you see before you were Hollows."

Well that explained why they all looked really angry at him. But then Ben noticed something in Aizen's words. "Were?" He couldn't help but ask.

"They are now Arrancar," Aizen elaborated. "Hollows who have torn off their masks and regained humanoid appearances."

Well that explained what Arrancars were at least.

Ben opened his mouth to ask about what this had to do with a war, when Aizen raised a finger to stop him.

"You're wondering what this has to do with the war I mentioned," Aizen stated, shocking Ben. Okay was this Aizen guy a mind-reader or something? "Well, Ben. It is the job of Soul Reapers to guide souls to Soul Society so that they do not become Hollows and harm other spirits in the first place. But Soul Society has become corrupted over time. Numerous souls are ignored instead of guided, forcing them to transform into Hollows, who are then callously hunted down by the Soul Reapers instead of being helped."

Ben's eyes widened at this shocking revelation.

"Soul Society has also become corrupted within its own walls," Aizen said. "Despite being spirits, there are rich and there are poor. There are powerful and there are weak. The rich and the powerful bully the poor and the weak, forcing the latter to live in pathetic conditions while the former living in luxury, doing whatever they please and trotting on any who cross them."

Ben clenched his fists. He hated bullies and the corrupted.

"I couldn't stand by and allow this to continue," Aizen said firmly. "So Tosen, Gin, and I defected from Soul Society and made our way to Hueco Mundo, the land of the Hollows. Someone needed to help these souls and I was the only one willing to lift a finger to do so. I helped the Hollows become Arrancar and together we built the fortress of Las Noches. But Soul Society has not taken my betrayal kindly. They will do whatever it takes to destroy me and my forces while I intend on overthrowing them and making the world a better place." Aizen looked at Ben, almost imploringly. "Ben, I know this is not your universe and therefore not your fight, but I could really use your help in putting an end to Soul Society's corrupting ways and setting things straight."

Ben crossed his arms. He hated whenever he got dragged into a war. Usually he was asked to serve as peace-maker (with minimal success if any). Taking sides in one didn't really sound like a good idea.

"Have you tried talking with them?" He suggested, though he had a feeling he knew the answer.

"Soul Society's government and leaders are narrow minded fools, stuck in their centuries old traditions," Aizen said and there seemed to be a hint of disgust in his voice. "And they will go to extreme lengths to uphold these laws regardless of practicality or morality. Why, just recently, a Soul Reaper gave some of her power to a human boy in order for him to save his family, but because it is forbidden to give one's power to a human, she was to be executed."

"What?!" Ben exploded in shock and outrage.

"In the end, Soul Society's leaders do not care about saving souls," Aizen said, looking sad as he did. "They care more about establishing their authority by any means necessary."

Ben exhaled through his nose angrily. Soul Society reminded him of the governments back in his own universe, both on Earth and on other planets. But at the same time, if a Soul Reaper broke the law in order to save people, they couldn't be all bad.

"There are other Soul Reapers who don't agree with the state of things," Aizen said, once again apparently reading Ben's mind. "But trying to change the government from within is futile. Only by tearing down the old ways and starting anew will make a difference."

Ben frowned. He could relate to wanting to overthrow corrupted leaders and tyrants, but the question was…how far was Aizen willing to go to achieve his goal?

"You call yourself a hero, don't you?" Aizen added. "This may not be your universe but would you truly turn your back on people in need?"

And there Aizen went, striking Ben where it would hit him the most. Still, Ben judged his situation in his mind. He needed a way home, Soul Society's corrupted ways disgusted him, and he felt bad for all these Arrancar. Their experiences were no doubt horrible ones. And as Aizen said, he was a hero, he couldn't just turn his back on people who needed his help.

Buuuuut, what if this was all a ploy to get Ben on his side? Aizen was a very charming and charismatic person, Ben could tell. But at the same time, that reminded him a little too much of Michael Morningstar. Yet _if_ Aizen was telling the truth, then Soul Society needed to be stopped or at least shown the error of their ways. This was the place people went to after they died for crying out loud!

Ben decided he would go along for now. But he could keep his eye on Aizen and prepare himself in case the Soul Reaper proved to be another backstabber.

"Alright," Ben said finally. "I'll help you. But I want to make one thing clear."

"Yes?" Aizen asked curiously.

"I'll help you but I'll do it my own way," Ben said, giving Aizen a stern glare. "I won't kill anyone in cold blood, I will try to reason with the Soul Reapers if I can, and I will not let innocent lives be endangered."

Aizen nodded with a smile. "Those are are perfectly acceptable, Ben."

Ben sighed. "Aside from that, I'll help you in any way I can."

Aizen's smile grew. "Thank you, Ben. I truly do appreciate this." He got off his throne. "Since you will be staying with us, I need to introduce you to my forces." He looked back over at Gin and Tosen. "This is Gin Ichimaru and Tosen Kaname. As I already mentioned they are fellow Soul Reapers who defected with me after seeing how corrupted Soul Society is."

"Nice to meet'cha, Ben," Gin said, giving Ben a look that made him feel like a snake was eyeing him. "You're really gonna liven up this place, I can tell."

"Greetings, Ben Tennyson," Tosen said with a nod of his head. "I am honored to meet another who fights in the name of justice. I look forward to fighting alongside you."

Ben just smiled awkwardly. At least he was making a good impression so far.

"The Arrancar you see before you are known as the Espada and their Fraccion," Aizen said, indicating all the Arrancar who were in the room. "Ranked from ten to one, they are the most powerful Arrancar in Las Noches. My…generals if you will. All of you, introduce yourselves to our new friend."

Yammy was the first to step forward and Ben was tempted to take a step back. The guy was huge! As big as several of Ben's best brawlers. Yammy smirked down at him. "Yammy Llargo, Espada No. 10, just like you."

Ben tilted his head before he realized that Yammy was probably referring to the 10 on his jacket. He briefly wondered what Yammy would say if he learned one of Ben's nicknames was Ben 10.

The next one to step forward had a rather…unique appearance. This person wore a dress-like robe that covered their entire body alongside a frilly jacket, and a glove over their left hand. The person's face was covered by a long mask with eight holes, though the holes were too small for Ben to see any detail of their face.

"I am Espada No. 9, Aaroniero Arruerie," the figure said in a deep masculine voice before it spoke in a high pitched, feminine voice. "Pleased to meet you, Ben Tennyson."

Ben stood there, blinking rapidly as Aaroniero moved out of the way and Szayelaporro stepped forward, bowing dramatically.

"I am Espada No. 8, Szayelaporro Granz," He gave Ben an intense look and seemed to smile lewdly. "I am truly happy to meet you."

"Um…" an unnerved Ben said. "Thanks?"

Szayelaporro moved out of the way for the next Espada but that gaze, almost a smoldering one, never left his face. Ben suppressed a shiver when the next Arrancar faced him. This one was a tall, muscular, and dark skinned man who wore an outfit reminiscent of a martial arts outfit. He had lines running down his bald head to his eyes, three triangles under his chin, what appeared to be a mowhawk made out of bones, a necklace made out of teeth, and skull shaped earrings.

"I am Espada No. 7, Zommari Rureaux," The man informed Ben in a deep voice. "Be honored, Ben Tennyson, to work alongside Lord Aizen."

Grimmjow was next and Ben felt warning alarms in his head ringing. Like the sinister, predatory grin Grimmjow was flashing wasn't bad enough.

"Grimmjow Jeagerjaquez, Espada No. 6," Grimmjow said, his grin growing. "I'm really looking forward to seeing what you can do with that gauntlet of yours."

Ben could already tell that this Grimmjow guy was going to be a handful in the future.

Nnoitra was up next. "Nnoitra Gilga," He stuck out his tongue to reveal a big black number 5 tattooed on it. "The Fifth Espada. Grimmjow's not the only one who's anxious to see what you can do."

Oh great. There were two of them.

Ulquiorra stepped forward next. "You already know who I am. Ulquiorra Cifer, Espada No. 4." And that was all he said before moving on.

Ben's eyes widened as his jaw dropped as the next person came. She was, without a doubt, one of the most beautiful women he had ever seen. And he had seen a lot during his adventures. She was tall, with dark skin, yellow blonde hair, aqua eyes, and thick eyebrows. Her 'shirt' had a high collar that covered the lower half of her face (sadly), while the bottom was short enough that the lower half of her very large breasts were exposed, with a zipper than ran from the bottom of the jack upward. The shirt's sleeves completely covered her arms, which were currently crossed underneath her chest, with black glove-like extensions at her fingers. There was also slits in her upper part of her pants, showing a fair amount of her shapely looking thighs. Was this woman some sort of exhibitionist? Realizing that she was looking right at him, Ben quickly snapped his jaw shut.

"Greetings, Ben Tennyson," the woman said in a surprisingly formal tone that really didn't match her lack of modesty. "I am Espada No. 3, Tia Harribel."

Feeling a bit awkward, Ben smiled at her. "Nice to meet you." With a nod, Harribel moved one. Ben couldn't help watching her as she did. Then he suddenly felt someone watching _him_. He turned his head and saw three female Arrancar giving him looks that screamed bloody murder. Ben didn't know who they were but he guessed they were close to Harribel and didn't like the way he had been eyeing her. Uh oh.

Next came Baraggan, who was eyeing Ben up and down though looking very unimpressed. "Baraggan Louisenbarn." And then he went back to the biggest group of non-Espada Arrancar. He hadn't said what his rank was but it was obvious he was Espada No. 2. He must not have been fond of his rank.

And last was Starrk. "Yo," he said tiredly. "Espada No. 1, Coyote Starrk." And then he walked back to a little girl Arrancar with green hair, a horned helmet, and an outfit not really suited for one of her age.

"Now you are familiar with the Espada," Aizen said. "I would like for you to work alongside one of them so that they can fill you in on the more elaborate details of this universe."

The Espada had various reactions to this. Szayelaporro looked thrilled, Grimmjow and Nnoitra had sadistic smirks on their faces, Baraggan looked like he was ready to explode if Ben was assigned to him, Aaroniero's expression was uncertain due to his mask, Yammy looked like he really didn't care while Starrk, Harribel, and Ulquiorra all had neutral expressions.

Aizen weighed his options carefully. While there were many ways he could easily force Ben to join him, he found it much more amusing to have the boy choose to join him. Szayelaporro, Grimmjow, and Nnoitra were out of the question, for obvious reasons. Baraggan: absolutely not. In all honesty, Aizen figured the best ones to partner Ben up with would be Ulquiorra, Harribel, and Starrk. Out of those three, Harribel and Starrk had the most tragic of pasts, which would increase their chances of making Ben sympathetic to their cause. At the moment though, it looked like Harribel's fraccion wanted to tear Ben apart so this left him with only one logical option.

"Starrk," Aizen said. "Ben will be under your supervision."

Starrk sighed and scratched his head. "Sure thing."

Szayelaporro deflated in disappointment while Nnoitra and Grimmjow scowled. Ben was a bit surprised. He was gonna be spending time with the most powerful Espada. Even though he didn't know much about the guy, the fact that he was the most powerful Arrancar in Las Noches was pretty cool.

"Now," Aizen said. "Everyone, please return to your chambers." He smiled. "I believe that's enough excitement for today."

And with that, the Espada dispersed, though many sent passing glances at Ben as they left, such as Szayelaporro, Grimmjow, Nnoitra, and those three girls who were with Harribel to name a few.

Soon, the only people left were Ben, Aizen, Tosen, Gin, Starrk, and the little girl Arrancar. She was wearing white briefs with a black line in the middle, arm warmers, fur-lined, knee high boots, an open vest with a high collar, and a hole in the center of her stomach. On her light-green haired head was a horned helmet with the left horn either broken or cut off. The left side of her helmet covered her left eye, with a flame design above the left eye hole while her pink right eye was still visible.

"Nice to meet ya," the girl said with a big grin. "The name's Lilynette Gingerbuck and it looks like you're gonna be sticking with us for awhile."

Ben chuckled. "I guess so."

Starrk sighed as he rubbed his head.

"What's with that attitude?!" Lilynetta snapped, suddenly kicking Starrk in the rear and shocking Ben. "Lord Aizen has given you a task! Show some motivation, you lazy ass!"

Aside from hearing a little girl use such language, Ben was baffled as to why Starrk was letting this little kid kick him around.

"Ow! Ow! Enough! Ow! Alright, already!" Starrk snapped.

Lilynette took a step back and put her hands on her hips. "Come on. Time for us to head back!" She turned on her heels and already headed off.

"I'm coming, I'm coming," Starrk mumbled, following after her. "Geez, what a pain."

Ben was too stunned to actually say anything, so he was content with following them in silence, starting to wonder if he should've been assigned to a different Espada after all.

...

Once they left, Gin turned toward Aizen. "Very well played," he complimented. "You're still a great an actor as ever."

"I hardly needed to act," Aizen said, suddenly becoming smug and aloof. "I never lied when I told Ben about the corruption of Soul Society."

"Though you did conveniently leave out our own little involvements," Gin pointed out.

"Ben won't need to know that," Aizen said confidently. "He only needs to know what will make him most useful to me."

"You're not worried of what will happen if he finds out the real truth?" Gin asked, unable to hide his curiosity.

Aizen chuckled. "Ben Tennyson is unique and I don't know the full extent of his abilities. But if he were to turn against me, then I shall deal with him."

Even though Aizen said this with confidence, he still couldn't help but wonder about Ben's full potential. For all Aizen knew, Ben was a literal one-man army. So the traitorous Soul Reaper decided he needed to learn everything he could about the boy, to be properly prepared if in the event they _did_ face each other.

And Aizen already had an idea in mind.

 **End of Chapter**

 **I hope I didn't make Ben too trusting of Aizen. I'm trying to not have Ben be so naive like I made him in the original. Also, I am going to have Aizen go more out of his way to keep Ben on his side instead of sitting on his butt and hardly doing anything. That was another glaring mistake from the original I'm annoyed with myself for.**

 **I know there's not a lot of action but some chapters don't need action to get the story going. Rest assured there will be more later, plus some more ideas I have in mind.**

 **Yeah, I didn't make Ben a Fraccion in this story and I had him assigned to Starrk. This story is going to focus on Ben and Starrk's friendship too.**

 **Also, Harribel IS the main love interest (What else is new?) I was originally going to have it be her and Nelliel in a three-way relationship with Ben, but after some discussion with my pals, I saw that it was better just to use one girl. And after how badly canon screws her over even more than Nelliel, Harribel deserves some happiness.** **Due to my shoddy way of handling romances in the past, I do have to confirm this: Ben does not have an immediate crush on Harribel. Right now, he just thinks she's really hot. I know I've goofed up in the past but I'm really trying to take things slow and develop.** **Oh that reminds me, Ben's not going to be a big prude in this story, one of my BIGGEST goofs from the original. He'll be more casual, still mindful, but won't deny when he finds girls attractive.**

 **Before I go, I've got some story challenges for anybody who is interested. I was originally going to submit these ideas to Rexfan1333 for this challenge fic where he posts adoptable Ben 10 ideas, but I couldn't think of enough minor details to make it presentable.**

 **First, would anybody be interested in doing a Ben 10/Borderlands crossover? My brother got me into Borderlands (If it wasn't already obvious, the antagonist Handsome Jack is one of my favorite all-time characters) and I wouldn't mind seeing a crossover between it and Ben 10. How Ben gets to the world of Borderlands is up to the writer as is who he is paired up with, if he's paired at all. Though I personally see him probably hooking up with Gaige the Mecromancer, though this is mostly because Maya is apparently asexual according to the creators and all the other girls are taken.**

 **Also, would somebody be interested in doing a Ben 10/Big Hero 6 crossover? The conditions are the same but I will admit I wouldn't mind seeing Ben/GoGo pairing. If anyone is interested, feel free to PM me.**

 **Also, thanks to the rise of Ben 10/Monster High crossovers, I've taken an interest in Monster High. Would anyone like to do a Bleach/Monster High story where Ichigo and Chad wind up going there? I included Chad because he deserves more screen-time and less being the guy suffering the Worf Effect for Bleach's baddies.**

 **Since I've gotten three chapters out of the way, I'm gonna go back to working on my other fics for now. Let me know what you think and, while there's nothing definite, I am curious to see if you guys have any ideas for this story and what you would like to see.**

 **Take care, everyone.**


	4. Author's Note: Delayed but not Dead

**Author's Note: Delayed but not Dead**

 **Hey guys. Sorry for just another Author's note instead of an actual chapter. I was hoping I would never have to do this stuff again because I know we're all tired of it but I've got an announcement. Btw, I had to make some changes to this note to explain myself a bit further. Sorry for spoiling some of my ideas but it looks like I really need to elaborate whenever I make a decision.**

 **Nerfherder97, one of my friends on this site, has this story called _Elsa's Encounters_. It's a bunch of one-shots where Elsa, and occasionally Anna, from _Frozen_ encounter other fictional characters. Examples include Sonic the Hedgehog, Davy Jones and Ariel from Disney, the Warners from the Animaniacs, even Darth Vader.**

 **Recently he's gotten into My Little Pony: Friendship is Magic but since I knew more about it at the time, he asked me to write an MLP chapter for Elsa's Encounters. After I did that, he came to see the story as _our_ story so then he asks me to write another MLP chapter where Elsa and Anna go to the show's main setting, Equestria. Then he gave me a list of all the things he would like to see happen and from the look of things, he wants an entire arc in one chapter. I'm not even halfway done yet we've had to go and break what I have written into segments because of how long it already is.**

 **I tried going back and forth between working on my stories and his but it's not working out, due to a combination of writer's block on my part and his eagerness for this chapter to be finished. So for the time being I'm putting my own stories on hold until I finally get this done and out of the way. At least I'll still be writing and it'll give me more time to plan. I just wanted to let you guys know what was taking me so long in case you were worried this was going to be another dead fic. I know I have a nasty habit of doing that.**

 **I do have some _ideas,_ not really plans, just _ideas_ for this fic though. Blazorna Ibara suggested that I try to use some more Ben 10 elements so that everything isn't just on the Bleach side of things, such as using some of Ben's foes. This actually sounds pretty good so now I'm working on what villains I can use and how best to use them. **

**The primary one I'm thinking of is Zs'Skayr (The sentient Ghostfreak). Zs'Skayr because hey, a ghost-like alien in a world full of actual ghosts?**

 **Eon deserves some mention considering the fact that he controls time and would make a deadly opponent to just about anyone without the proper powers, and I didn't really use him during Bleach: Omniverse so I suppose I could give him another shot. Maybe.**

 **Also, regarding the demands for Ben to gain a Shinigami and/or Arrancar form? It's not going to happen.** **Why? For several reasons actually. If Ben got one of those forms, I don't think he would really use any of his aliens. Two, I think due to being _spirits_ Shinigami and Hollow don't have DNA in the _conventional_ sense. Plus, part of me feels that even if they do, their DNA remains human despite the changes to their souls. I can't really say. The spirits in Bleach are weird considering that they're solid, they can age, feel pain, get sick, and even die. Even after all this years, I've never quite figured it out.**

 **Meanwhile, back to Blazorna Ibara. I think I might have mentioned how he originally wanted me to write a crossover with him between his fic, _Troubles_ _of a Misplaced Hero_ and the original version of _Bleach: Ultimate Alien._ Unfortunately he and my consultant, Sallem Cortez 004, had a falling out because Sallem still wanted us to use his idea for a Mutant Loly, which Blazorna was convinced would ruin the story. So he's decided that he wants to cross his fic with the remake instead. He's thinking about having it take place while Ben is still in the current arc. Just wanted to let you all what his plans were. ****Speaking of which, some of you guys were wondering what arc Ben has arrived in. At the moment I'm thinking about having it after Aizen defected but before Ulquiorra and Yammy came to Karakura Town. Honestly...I actually haven't decided exactly _when_ Ben arrived. I left it vague enough so that I could sort it out once I have more of a plan in mind.**

 **Btw, I've become a fan of Dragon Ball Z Abridged so expect to see some quotes and references in my work from now on. Don't worry, I'll make sure to only use the jokes when they actually suit the situation instead of coming out of nowhere. I've had a habit of that doing that too.**

 **So yeah, this story is _not_ dead but it will be delayed for the time being. I'm sorry to keep you waiting but at least you now know the reason for the waiting. Well that's all for you so I'll talk to you guys whenever I can get back to updating. Until then, take care.**


	5. Settling In

**Disclaimer: I do not own Ben 10 or Bleach**

 **Hello, everyone. I know it has _definitely_ been awhile and I apologize for the wait. I'll explain more at the bottom of the page because I'm pretty sure you guys are eager to get to the actual chapter.**

 **But first I would like to thank Pyromania101 for his editing and advice for this chapter.**

 **And now, on with the show:**

 **Settling In**

"Stick with us or you'll get lost," Lilynette said as they walked along down the hallways of Las Noches.

"No kidding," Ben grumbled as he looked around the seemingly endless hallway. "Do you guys have a directory or something for this place?"

"Nah," Lilynette said playfully. "We just know our way around."

"Lucky you," Ben muttered. "How far is your room anyway?"

Lilynette grinned at him. "Room? Each of the Espada get their own palace!"

Ben blinked. "Palace? Really?" He looked up at the ceiling. "Well, this place is pretty big. Kinda cool that you can each have your own palace."

Starrk shrugged nonchalantly. "Yeah."

Lilynette glared at Starrk before sighing. "Good grief." She looked back over at Ben. "Don't mind, Starrk. He's a lazy bum but he definitely deserves to be the Prime Espada."

Ben just smiled and shrugged at her.

"So," Lilynette eyed the Ultimatrix. "How many aliens do you have in that thing?"

Ben grinned at her. "Plenty," he replied slyly. Lilynette scowled at him, though her young face made it look more like a pout.

"Come on!" she coaxed. "How many can you turn into?"

"Give it a rest, Lilynette," Starrk half-heartedly snapped at her.

"Oh come on, Starrk!" Lilynette whined. "I'm betting you're curious too."

"A little," Starrk admitted. "But it looks like he's not gonna tell us and it's too much work to try and get it out of him."

"You lazy ass!" Lilynette kicked Starrk in the back of his leg, causing him to stumble forward and fall over. Lilynette followed this up by jumping onto his back and continued doing so like he was a trampoline while Starrk protested.

Ben couldn't help raising a brow at the sight: the most powerful Arrancar and he was letting himself get kicked around by a little kid. Despite this, Ben had enough experience to know appearances can be deceiving. Still, he wondered just what Starrk was capable of to earn his rank.

After a few more jumps, Lilynette leaped off Starrk's back (said Arrancar let out a sigh of relief at this) and landed in front of Ben. The hero felt a bit uncomfortable with the scrutinizing gaze the little girl was giving him.

"What?" he asked with an awkward grin. "Do I have something on my face?"

"I'm trying to figure you out," Lilynette said, narrowing her eye at him.

"What do you mean?" Ben inquired.

"Humans usually can't see us because of their low spiritual energy," Lilynette said.

Ben tilted his head. "Spiritual energy?"

"Yeah, Shinigami, humans, Hollows, Arrancar, we've all got it," Lilynette said. "But like I said, spirit energy from humans is really low and they're not usually spiritual aware. So I'm wondering why you can see us."

Ben wanted to retort but he was too curious by Lilynette's words. So Shinigami, Hollows, and Arrancar were completely invisible to average humans? Then how was he able to see them exactly?

"Maybe it's because he's from another universe," Starrk said drowsily as he stayed on to the floor, his eyes closed.

Lilynette glared at him. "How does that make any sense?!"

Starrk gave a half-hearted shrug. "Maybe there's something about the nature of his universe that lets him see us while he's in ours."

Lilynette made a face. "That sounds completely ridiculous, Starrk." She said dryly.

"Hey, I'm not a scientist," A nonchalant Starrk said, turning over so that his back was to her. "If you want better answers, go talk to Szayelaporro."

Lilynette cringed. Apparently she wasn't any fonder of the Eighth Espada than Ben was.

Still, Starrk could be onto something. After all, spirit energy sounded like it was this universe's equivalent to mana. But…was that really all there was to it?

Ben decided he would stop worrying for now and tackle it at a later time.

"Alright!" Lilynette suddenly cried, startling Ben and making Starrk flinch. "Up and at 'em, Starrk! We're not even at our chambers yet and you're already lying down!"

"You're the reason I'm on the floor in the first place," Starrk mumbled. Nonetheless he pushed himself back on his feet and brushed himself off.

Ben chuckled awkwardly at the strange comedy playing before him. He just knew spending time with these two was gonna be interesting.

…

"And this is our room!" Lilynette declared.

Ben found himself in a wide, circular room. Although, the hero felt it was kind of underwhelming for the Number 1 Espada. All that was really here was a bunch of pillows thrown together in a big pile. Starrk made his way over to the pile and laid down.

"Make yourself at home," Starrk said nonchalantly. "Now if it's alright with you two, I'm gonna go back to sleep."

Lilynette rolled her visible eye. "He was having a nap before you came along and Lord Aizen called the Espada together." She explained to Ben.

Ben scratched the back of his head as he stood there awkwardly. "Uh…sorry?"

"Don't worry about it," Starrk weakly waved his hand before dropping it on the pillows. "Now…goodnight." Starrk closed his eyes. Ben stared at him for a moment when the Arrancar started lightly snoring.

"Huh," was all Ben could say.

"Yeah, that's usually what he does when there isn't something happening," Lilynette grinned at Ben. "I told ya he was a lazy bum."

"So...do you guys just lay around here?" Ben couldn't help but ask.

Lilynette grinned sheepishly. "Sorta."

"Sounds pretty boring," Ben commented.

Lilynette shrugged. "It is pretty boring but hey, it's bearable." Then her grin got bigger, almost Cheshire-like. "But things are gonna be more exciting now that you're here."

Ben chuckled weakly, thinking back to Szayelaporro, Nnoitra, and Grimmjow. "I guess so."

Lilynette smirked. "Yeah, I saw how eager Nnoitra and Grimmjow looked when they were talking to you. Those guys think they're better than everyone else so they like trying to pick fights to prove it."

Ben slumped. "And they're gonna try to pick fights with me, aren't they?"

Lilynette laughed. "Probably."

Ben pinched the bridge of his nose. _Terrific._

"It also looks like you're already on the hit-list of Harribel's Fraccion." Lilynette laughed.

Ben raised a brow. "Fraccion?"

"Oh yeah, you don't know about that," Lilynette sat down on the floor cross-legged. Ben joined her. "See, Fraccion are weaker Arrancar the Espada take as underlings. Those three with Harribel are Apacci, Mila Rose, and Sung-Sun. They're really loyal and really protective of her."

"I noticed," Ben muttered, thinking of the death glares they had been sending his way.

"But they argue almost all the time," Lilynette threw her head back and her arms out for emphasis. "Usually Apacci says something stupid, Mila Rose chews her out for it, they start yelling at each other, Sung-Sun mocks them both, and then they both yell at her."

Ben blinked. "Wow. And they really do this all the time?"

"Yep," Lilynette nodded. "Just wait until you actually talk with them, you'll get the idea."

Ben gave her a weak smile. He felt it was best for his health if he gave those three a wide berth right now.

"So, how come Yammy, Aaroniero, Szayelaporror, Zommari, and Ulquiorra don't have Fraccion?" He asked. "Can an Espada choose not to?"

"Uh huh," Lilynette answered. "Oh and Szayelaporro has Fraccion. But he has over a dozen or something…"

"A dozen?" Ben parroted in surprise.

"Yeah, I think he experiments on them or something in his lab," Lilynette replied. The fact that she was so casual about it caused a chill to Ben down Ben's spine. "Anyway, aside from Harribel's Fraccion, the only other ones you should really watch out for are Grimmjow and Baraggan's Fraccion. Grimmow's Fraccion are a bunch of thugs, they might try to pick a fight with you if he wants."

Ben groaned, picturing Grimmjow's group trying to jump him while walking down the hallway or something. "What about Baraggan's?"

Lilynette scoffed. "Those guys are doormats, always kissing up to him and stuff. But if you do something to anger Baraggan and he orders his Fraccion on you, they'll do it in order to please him."

"Oh, this is going to be lots of fun," Ben grumbled.

"Don't worry," Lilynette assured him. "Lord Aizen can deal with them. Besides, as long as you're with us, there's no way they'll try to mess with you."

Ben looked over at the snoring Starrk. While he was still certain Starrk was probably hiding some crazy power, seeing him lying around like that wasn't exactly filling him with confidence.

"So," Lilynette said, getting up in Ben's face and causing the teen to reflexively lean away from her. "Mind showing me some of your aliens now?"

Ben scrunched his face up as he weighed his options. Since he was going to be working with these guys, they were bound to see more of his aliens sooner or later. Besides, he had plenty to show without revealing his whole hand and he had a feeling Lilynette was simply curious rather than trying to pry information out of him. Not like there was anything better to do anyway.

"Why not," he said finally. "Uh…" He cast an eye over at the still snoozing Starrk. "Know someplace we could go without disturbing him?"

Lilynette gave him that toothy grin again. "I know just the place. Follow me." She grabbed Ben's arm and made a break for the door, Ben having no choice but to follow her. Behind them, Starrk just slept on obliviously.

…

"Where are we going?" Ben asked as Lilynette dragged him down another hallway.

"You'll see~" Lilynette replied playfully, causing the wielder of the Ultimatrix to worry immensely. She laughed when she saw the concerned look on his face. "Relax, will ya? I'm not leading you to a trap. We're going outside."

"Outside?" Ben repeated. "What about Runuganga? Is he gonna be okay with us out there?"

Lilynette chuckled. "Oh, right. You don't know about the other outside yet."

"Other outside?" Ben inquired.

"You'll see when we get there," was all Lilynette said, leaving Ben puzzled.

"How far is it?" He decided to ask instead.

Lilynette frowned as she pondered Ben's question. "Hmm. Pretty far. We might need to speed things up."

"What are you…" Ben started to ask, when all of a sudden he heard a boom and the world seemed to speed past him; everything a great big blur not unlike whenever he used one of his speedy aliens. Ben tried to ask what was going on but he was so caught off guard by this development that the words failed him.

Suddenly another boom filled Ben's ears and he found his vision completely filled with light.

"Aaaah!" the hero cried, rubbing his eyes fiercely from the sudden brightness.

"Heh, sorry about that," he heard Lilynette say sheepishly. "Guess I got a little carried away with my Sonido."

"Sonido?" Ben asked, still rubbing his eyes.

"Yeah, all Arrancar can do Sonido," Lilynette said. "We can use it to go really fast."

"Huh. And all Arrancar can do this?" Ben inquired as the spots began fading.

Lilynette huffed. "Of course. It's one of our natural abilities."

"Hey, cut me some slack," Ben said as he shook his head. "I hardly know anything about you guys." Now that his eyes had adjusted, he took a look at his surroundings. He stared in confusion.

Just as Lilynette said, they were indeed outside. But it was extremely bright and sunny out. Ben looked around, the dome was nowhere in sight and instead there were several buildings he didn't recognize.

Lilynette grinned at Ben's baffled look. "Surprised?"

"Uh, yeah," Ben said as he looked around. "Where…where are we? Why is it suddenly day? This doesn't look anything like when I was outside the first time?"

Lilynette chuckled. "Because we're still in the dome."

Ben blinked at her. "We are?"

"Yeah, Lord Aizen created this fake sky and sun inside of Las Noches." Lilynette explained.

"So this is what you meant by the other outside," Ben figured.

Lilynette grinned. "That's right. I did say we were going outside. I just didn't say where we were going outside of."

Ben chuckled as he realized Lilynette's little trick. "Okay, you got me there." He looked up at the apparently fake sky and whistled. "Wow. Aizen sure did a convincing job. It looks so real." He looked back at Lilynette. "But why'd he make it?"

Lilynette shrugged. "Nobody really knows. Some think he simply created it to bring light to Hueco Mundo's darkness. Others think it's some sort of fancy surveillance system so that he always knows what's going on."

Ben frowned as he stared back up at the sky. A surveillance system even in this place, huh? Ben had to admit that was pretty clever.

"So," Lilynette said, turning towards Ben. "Show me some of your aliens."

Ben bit his lip as he looked at his Ultimatrix, Lilynette, and then the sky. Sure these guys would be seeing more of his aliens sooner or later but the idea of being watched while showing them off reminded him way too much of Harangue and his Stalker robot. He really needed to be careful.

"Alright," Ben said as he activated the Ultimatrix. Lilynette watched in awe as the dial popped up and a green hologram of Ben's aliens were displayed.

Ben scrolled through, deciding to settle on an alien Aizen would probably already know about. He slammed the dial down and Lilynette closed her eyes as Ben was engulfed in green light.

Once the light faded, Lilynette saw Cannonbolt standing in front of her.

"Whoa," Lilynette said as she looked the Arburian Pelarota up and down. "Who's this guy?"

"I call him Cannonbolt!" The newly transformed hero declared in a much deeper voice. Cannonbolt seemed like a good choice. Aizen already knew about him and despite being one of Ben's top powerhouses, the guy did have a limited move set. "Watch this."

Cannonbolt curled up into a ball. Lilynette, extremely unimpressed, crossed her arms and frowned.

"Is that all he can do?" She asked in disappointment. "Curl up into a..."

Her words died when Cannonbolt began spinning in place before shooting off with such force that the small Arrancar was blasted off her feet and sent sprawling onto the sand.

"Hey!" Lilynette yelled indignantly. "What was that for?!"

Cannonbolt chuckled as he uncurled. "Sorry about that. Got a little carried away that."

Lilynette grumbled as she got back on her feet and started brushing the sand off of her clothes. "So you just curl up into a ball and…shoot yourself at people?"

"Pretty much," Cannonbolt said, shrugging his massive shoulders.

"Hmm," Lilynette scrunched her face up. "I don't know. Not really impressive."

The hero smirked. "Don't underestimate Cannonbolt. Cirucci can testify to that."

Lilynette's eye widened. "You used this guy on Cirucci?"

"Yeah," Cannonbolt scratched his chin. "That reminds me. I wonder if Aizen let her off the hook."

Lilynette shrugged. "Probably. Lord Aizen can be really lenient at times. Besides, you put in a good word for her so I don't see why he wouldn't. You should probably stay away from her though. She's a really sore loser."

"Would it help if I said I was sorry?" Cannonbolt asked hopefully.

Lilynette scoffed. "Doubt it. I think the only thing that would satisfy her would be your death or something."

Cannonbolt gulped, unable to shake the feeling that Lilynette just might be serious. "Well that's just great. Is there any girl here who doesn't already hate my guts?"

"I don't," Lilynette said, giving him an encouraging smile.

Cannonbolt chuckled. "Well that's a start."

"Come on," Lilynette said suddenly. "Show me another alien. Oh, did you use any of them to get past Runuganga?"

"Sure did," Cannonbolt said before touching the Ultimatrix dial on his chest. In a flash of green light, Armodrillo stood in his place.

"Whoa," Lilynette stared at the Talpaedan. "Who's this guy and what can he do?"

"I call this guy Armodrillo," The wielder of the Ultimatrix replied. "As for what he can do." Armodrillo dove into the ground. Lilynette looked back and forth, trying to figure out where he went, when all of a sudden he burst out of the ground right behind her. The action startled the small Arrancar, who yelped in shock as she went diving headfirst into the sand.

"What?! Again?!" Lilynette snarled angrily at a chuckling Armodrillo as the Talpaedan shook sand out of his armor.

"Sorry about that," Armodrillo said as he shook some sand out of his helmeted head. "I couldn't resist."

Lilynette grit her teeth and she picked herself off from the ground yet again. "So this guy's specialty is digging? I can see why you used him to escape Runuganga. But is that all he can do?"

"Nope," Armodrillo said. "If you couldn't already tell by his physic, he's one of my strongest aliens. His fists are like jackhammers." He then chuckled at his own inside joke.

Lilynette stared at Armodrillo, then at his piston-packed arms. She had a feeling that when Armodrillo said his fists were like jackhammers, he meant it literally.

"So," Armodrillo said. "I've show you some of my aliens, why don't you show me some of what you can do, Lilynette."

The Arrancar blinked in surprise. "Really? You want to see what I can do?"

"Sure," Armodrillo said. "If we're going to be working together, it's only fair I know what my allies can do so I don't get in the way."

That and it would allow Ben to see what these Arrancar were truly capable of.

Lilynette smirked. "Alright. Just watch what I can do."

Lilynette turned her head away from Armodrillo, as if she was looking at something. Armodrillo looked in the same direction but couldn't spot anything. He was about to ask her what she was doing when a glowing orb of green light started gathering around her left eye. Suddenly that orb erupted into a beam that Lilynette shot off in the distance.

"Whoa," was all Armodrillo could say to that.

Lilynette smirked at him again. "That's my Cero. And yeah, in case you're wondering, all Arrancar can do that. We gather spirit energy and release it into a big blast."

Okay so Arrancar had super speed and energy blasts as part of their repertoire. Oh and swordfighters too. Hmm.

"Now," Lilynette said, interrupting his musing. "Watch this."

Her hand went over to her broken stub of a horn. Armodrillo's eyes widened as it seemed to be glowing and some sort of object that resembled a hilt was starting to emerge from it. Lilynette grabbed the hilt-like object and proceeded to pull. Sure enough, it was a hilt, attached to a wicked looking scimitar.

"I did not see that one coming," Armodrillo said.

"What? None of your aliens come with weapons?" Lilynette asked, stabbing her weapon into the sand and leaning against it.

"Nope," Armodrillo admitted. "Unless they're part of their body like this guy's." He flexed his arms for emphasis.

Lilynette scratched her chin at this, but then shrugged. "Eh. No big deal. A lot of Arrancar lose their weapons when they go into their released state."

"Released State?" Armodrillo asked. He tapped the Ultimatrix dial on his chest and was transformed back into Ben in another flash of light. Sure Azmuth said he stay as his aliens longer but why waste power if you weren't going to use it?

Lilynette, who had shielded her eyes from the flash, glared at him. "Do you always have to do that every time you transform?"

Ben shrugged. "That's just the way it works. If you want somebody to complain to, you'd have to complain to the guy who made it."

Lilynette grumbled before clearing her throat. "Anyway, did Cirucci transform when she fought you?"

Ben nodded. "Yeah, she said some sort of chant or something and suddenly changed into this birdlike creature."

"That's an Arrancar's Resurrecion," Lilynette explained. "See, when a Hollow becomes an Arrancar, their main Hollow powers get sealed into a weapon, usually a sword but there are some exceptions like Cirucci's giant yo-yo."

At least Ben wasn't alone in thinking that way about Cirucci's weapon. "So when an Arrancar wants to use their full power, they go into this released state?" Ben figured.

Lilynette nodded. "Yep. Gotta say though, I'm pretty impressed you were able to hold your own against even a Privaron Espada, let alone one in their released state."

"Privaron Espada?" Ben asked. "Is that some sort of rank before Espada or something?"

Lilynette laughed. "Oh no. Privaron Espada are Arrancar who got kicked out of the Espada for one reason or another. Usually because a more powerful Arrancar came along and took their place or they did something that made Lord Aizen demote them from the group entirely."

So there were Espada and then there were Privaron Espada. He wondered how powerful Circucci was compared to the rest of them. Plus, these Released States...

"So, Lilynette," Ben said. "What's your released State like?"

Lilynette suddenly frozen, her eye darting back and forth. "Uh, um…my released state is a little different from other Arrancar."

Ben was surprised at how suddenly hesitant Lilynette was being. Was her released state embarrassing or something?

"Okay, okay," he said soothingly. "You don't have to show me if you don't want to."

Lilynette's eye shot back at him. "Really?"

Ben chuckled as he held his hands out. "If it bothers you that much, I won't press you."

Lilynette seemed to relax at that. "You know what, Ben? I never thought I would say this about a human but…you're alright."

Ben chuckled again as he scratched the back of his neck. "I'll take it."

The two laughed together. Ben had to admit, it was nice to at least make a…semi friend in this unfamiliar place.

But then Lilynette saw something behind Ben that cut her laughter short. "Uh…Ben?"

"Yeah?" Ben asked as his chuckles started dying down.

Lilynette gave a nervous smile. "Remember when we were talking about Harribel's Faccione?"

Ben slumped. "They're standing right behind me aren't they?"

Lilynette slowly nodded. Ben turned around. And sure enough, Harribel's Fraccione were standing not too far away from where they were. Ben took this moment to get a better look at these girls.

The first girl had heterochromia, with an ice blue right eye and an amber left eye that also sported a red outline around it. She also had jaw-length black hair and a horned, band-like object on her head. Her uniform had shoulder-length sleeves with black cuffs and a v-neck line. Gloves and collars over her wrists completed her look.

The second girl was dark-skinned, with green-eyes and sporting long, thick, wavy brown hair as well as large breasts. Her Hollow hole was located right between her breasts and her navel. She wore a white necklace around her neck and a three-sectioned crown that wrapped around her head. The rest of her outfit consisted of a white skirt and multiple armor covering her breasts and upper arms, along with gauntlets on her forearms and a broadsword as her weapon. All in all Ben thought she looked like an Amazon straight out of Greek Mythology.

The last one was a slender girl with long, flowing, olive-green hair and lavender eyes with long eyelashes. Ben could spot three pink dots located just below her right one. On the right side of her bangs were three extensions that looked like hair-clips. She also wore a furry black necklace around her neck and her outfit consisted of a long white dress with long sleeves, which extended well past her hands. The sleeves both sported single slit, and she bore two thin belts that crisscrossed around her waist

Judging from the glares that all three were sending his way, they obviously didn't come here to strike up friendly conversation.

"Um…hey there," Ben said, giving them a small wave. "So, uh…come here often?" He joked, hoping against hope that a little humor would lift the mood up. Judging from the sound of Lilynette smacking her forehead behind him and the other girls narrowing their eyes, it didn't work.

The one with the horn stomped her way towards him and before Ben could do anything, he was grabbed by the shirt and pulled to where the two of them were just a few inches away from each other.

"You've got some nerve, human," the girl snarled. "Who do you think you are?!"

Ben held his hands out in peace. "Whoa, hey, hold on a second. I'm not looking for any trouble here."

"Oh, you're not looking for any trouble?" the girl mocked. "Well too bad! You should've thought of that before you ogled Lady Harribel the way you did!"

Sheesh, Lilynette wasn't kidding.

"Apacci," the Amazon said sternly. "Remember, we're only here to teach him a lesson. Lord Aizen still believes he can be useful to us."

"Shut up, Mila Rose!" the now named Apacci yelled at the also named Mila Rose. "I _am_ just gonna teach him a lesson! I don't need someone like you trying to tell me what to do!"

"What was that?!" Mila Rose snarled. "Why don't you say that to my face?!"

"Gladly!" Apacci shot back.

"My, my," the third girl, obviously Sung-Sun, said as she covered her mouth with one of her sleeves. "Look at the two of you, yelling at each other and making complete fools of yourselves in front of the human. I know you two can't help it but please try not to make me look bad as well."

"Stay out of this, Sung-Sun!" Apacci and Mila Rose yelled at her simultaneously as Sung-Sun looked off the side, as if ignoring them. "This doesn't concern you!"

Ben stared in wide-eyed amazement at the scene before him. It was just like Lilynette said. He looked over at Lilynette, who grinned back at his reaction.

"See?" she said. "I told ya."

This drew the attention of the other three girls. "Told him what, Lilynette?" Apacci demanded. "I saw how chummy you were getting with this human."

"Oh, I just told him how you three always argue," Lilynette said with a smirk. "Including just how you argue. You three are so predictable."

Mila Rose scowled at Lilynette, who just smiled cheekily back at her.

"And it happened just like she said," Ben couldn't help pointing out. "Wow. So…if you three argue all the time, why are you even on the same team?"

Unfortunately, this brought him back on the receiving end of Apacci's anger. "That's none of your business, human! The only thing you need to know is that we're gonna make you pay for looking at Lady Harribel like she's something for you to slobber over!"

"Wait, what?" Ben's eyes bugged out. "Hey, wait a second. You've got the wrong idea. Yeah, maybe I think she's really attractive but I didn't…"

This turned out to be the wrong thing to say as he found the tip of Mila Rose's sword pointed right at his face.

"Watch your words carefully, human," Mila Rose warned him coldly. "We will not tolerate you speaking anything ill of our leader."

Yeesh. This was beyond just loyalty and protectiveness. These girls practically _worshiped_ Harribel.

"Look," Ben said firmly. "I'm sorry if I came off as rude but I wasn't trying to be. Your leader is a really gorgeous woman. I couldn't help but notice that." Apacci's grip on his shirt tightened. "That's all! Honestly."

"It better be," Sung-Sun said. "No man is worthy of Lady Harribel so I suggest you get any sort of notions out of your head."

Okay, this was getting ridiculous.

"I wasn't thinking anything like that," Ben argued. "Just because I think she's good-looking doesn't mean I'm thinking about asking her out or something."

"Oh, so now you think she's not good enough for you, is that it!?" Apacci said.

Oh for the love of…

"No! That's not it at all!" Ben said. "Look, just because I think Harribel is…"

"That's _Lady_ Harribel!" Apacci snapped. "Say her name with respect!"

" _Will you let speak for just one minute?!_ " Ben shouted, taking all four girls by surprise. Ben took a deep breath before speaking in an even tone. "Now look. I am sorry if I was disrespectful to Lady Harribel. I didn't mean to and I'm not trying to be. It was all just one big misunderstanding."

"Heh. I don't see what the big deal is."

Everyone turned to see none other than Nnoitra standing behind them, watching the scene play out with great amusement. All four girls fixed a glare at him. Ben's eyes were more focused on the strange weapon Nnoitra had slung over his shoulders. Attached to a long, black handle were two huge blades that slightly resembled crescent moons, stuck together at their backs. At the other end of the handle was a large looped chain that connected to Nnoitra's waist. What kind of weapon was that?

"Nnoitra," Apacci spat.

"So," Nnoitra said as his eye rolled over each of them. "Getting acquainted with our new guest are we?" He turned his eye towards Ben now and it was all Ben could to suppress a shudder. Just being near this guy made him feel all kinds of wrong. "You're quite the ladies' man, aren't you?"

"Something like that," Ben muttered, Apacci still gripping his shirt tightly.

"What are you doing here, Nnoitra?" Mila Rose questioned, the grip on her sword tightening. Nnoitra just sneered at her, showing he wasn't intimidated in the least.

"I just wanted to see how our new teammate was doing," he replied, though that unsettling smile of his strongly implied other intentions. "And I couldn't help overhearing the bad rap you're giving him just because he was giving Harribel the eye."

Apacci ground her teeth.

"You can't really blame him though," Nnoitra chuckled. "I mean, with the way she dresses, she's begging for men to stop and stare at her. Showing off her legs and her boobs like that? Someone really wants some attention. Of course, if she wanted to, my door's always open."

Ben scowled at Nnoitra's lewd comments. Lilynette began moving back. She knew what was going to happen if the angry looks on Harribel's Fraccione were anything to go by.

"Watch your mouth, Nnoitra!" Apacci yelled. "Espada or not, how dare you badmouth Lady Harribel?!"

"Apacci," Mila Rose hissed fiercely. She too despised Nnoitra's blatant disrespect but she was also smart enough to know Nnoitra was way out of their weight class.

Nnoitra's toothy smile grew and his visible narrowed. Ben had a bad feeling. "It's not my fault she's a shameless slut."

Oh that did it. All common sense for those three flew right out the door as Apacci, Mila Rose, and Sung-Sun's faces screamed bloody murder.

Howling with rage, Appaci released Ben and lunged forward at the Fifth Espada. Mila Rose and Sung-Sun went from furious to panic-stricken, Apacci's actions snapping them out of their own rage.

"Apacci!" Mila Rose cried.

"Don't be stupid!" Sung-Sun shouted.

Apacci cocked her fist back, looking ready to deck Nnoitra right in the face. But with surprising speed, Nnoitra struck her with his strange weapon, knocking her to the ground.

"Apacci!" Mila Rose yelled while Sung-Sun's eyes widened.

Lilynette winced at the sight.

Ben froze, his mind still trying to wrap around what had just happened. Both at the fact that Apacci had been badly, and the fact that Nnoitra swung that…thing around like it was nothing. Guess Ben could add Super Strength to the list.

Nnoitra's blow had done a number on Apacci. The poor girl was in a lot of pain, her arm was possibly broken, and her body was too stunned to move as Nnoitra towered over her.

"Pathetic," Nnoitra hissed in delight. "Figures Harribel would have such weaklings as her Fraccione. But that's all you can expect from women."

Ben blinked rapidly. So this guy wasn't just a perverted creep, he was sexist too?

"Damn you!" Mila Rose yelled. She and Sung-Sun charged now. Mila Rose raised her sword high while Sung-Sun produced a sai from her sleeve. Nnoitra almost lazily battered them to the side with another swing of his weapon, sending them sprawling to the ground.

Even if they hated his guts, there was no way Ben was going to sit there and let them get knocked around like this. He quickly activated the Ultimatrix and began scrolling through, trying to find the best alien to put this jerk in his place. Luckily Nnoitra wasn't paying attention and he needed to take advantage of that as quickly as possible.

"This is just sad," Nnoitra said, looking at each of Harribel's Fraccion. "You three are all bark and no bite."

Okay this guy was really getting on Ben's nerves and spurred him on to scroll through his aliens faster.

Apacci weakly tried pushing herself back up. Nnoitra saw this and frowned. He raised a leg and proceeded to stomp on her, causing her to cry out in pain.

"Apacci!" Mila Rose yelled from her spot in the sand.

Nnoitra raised his foot to stomp on Apacci again. So caught up in his sadism, that he failed to noticed a green flash of light right beside him. He brought his foot back down…

Only for it to collide with a large, green crystal that suddenly erupted from the ground, shielding Apacci from any more harm. All the Arrancar stared.

"What the…" Nnoitra started to say until something rammed into him from his side. The blow was powerful enough to knock him flat off his feet and sprawling onto the sand just like his three victims. Angrily, Nnoitra sat up, determined to find out who had just attacked him. His eye widened as he stared at his new assailant.

Standing before him was a crystalline creature with an indigo body, with a face and muscular arms made of green crystals, along with two spikes that protruded from his shoulders and two smaller ones that protruded from his chest, and the dial of Ben's Ultimatrix in between.

"T-Tennyson?" Nnoitra wondered.

The alien grinned at him. "In this form I like to be called Diamondhead." Suddenly he shifted his body into a fighting stance. "And if it's a fight you're looking for, _I_ can fill the part."

Apacci, Mila Rose, and Sung-Sun all stared at Diamondhead in shock. After everything they had done, he was defending them? Why?

As if voicing their thoughts, Nnoitra laughed. "You're protecting _them_? Why? They yelled at you, threatened you, why would you want to help them at all?"

Diamondhead narrowed his eyes as he held his fists up. "Because I'm a hero. And helping people is what I do."

Nnoitra laughed even louder. "That's right. Apparently you're a _superhero_." He clutched his side in amusement. "Well here's something you should know, _hero_. In Hueco Mundo, it's kill or be killed. There are no heroes!"

Diamondhead simply smirked at him in response. "Then I guess that makes me Hueco Mundo's first."

Nnoitra's merry attitude quickly changed into an annoyed scowl at Diamondhead's defiance.

"Lilynette!" Diamondhead called over his shoulder, startling the little girl.

"Uh, yeah?" she asked.

"Help get these three out of here," Diamondhead instructed her. "I'll deal with this guy."

"Are you insane?!" Lilynette protested. "He's the Fifth Espada! Cirucci was nothing compared to him!"

"Just do it!" Diamondhead yelled, startling Lilynette further. She was going to yell at the Petrosapien for assuming he could tell her what to do, but her rant died on her lips when Diamondhead turned his head slightly in her direction, giving her a fixed look that clearly showed he was not in the mood for arguments.

"Alright, alright," she said in resignation. "I'm going, I'm going." She ran over to where Mila Rose and Sung-Sun were, no doubt finding it easier to get them up than the much more wounded Apacci. "Come on you two, get up."

"He's…he's really going to fight Nnoitra," Mila Rose whispered, staring at Diamondhead. "For us."

"Yeah, yeah, I don't get it either," Lilynette said, giving the other Arrancar a slight kick, causing Mila Rose to yelp and glare daggers at her but Lilynette was nonplussed. "Well move your ass."

Mila Rose grumbled but knew better than to argue with Starrk's charge. She picked herself up just as Sung-Sun was doing the same. The three used their Sonido to appear next to Apacci, behind the crystal. Sung-Sun and Mila Rose picked up their battered teammate with a surprising amount of gentleness before fleeing.

Nnoitra paid them no mind. After all, he had a more interesting opponent to face now.

Diamondhead braced himself. He didn't know what Nnoitra was capable of and since this guy was the fifth most powerful Arrancar, he probably had some nasty tricks up his sleeve.

"I was hoping I'd get to fight you," Nnoitra said gleefully. "I honestly didn't expect it to be so soon but I'm not complaining!"

"Not complaining about losing?" Diamondhead taunted. "Works for me!"

Nnoitra's toothy smile grew, having a feeling that he was going to get a real fight on his hands. "Show me what you got, _hero_!"

And without further ado, the two combatants charged. Nnoitra raised his arm, aiming to his bring his massive weapon down his new foe. Diamondhead saw this and leaped forward, ramming into Nnoitra and knocking him down again.

The Petrosapien grinned smugly at this. "That weapon's pretty useless if you manage to get in close enough."

Much to his annoyance, Nnoitra just chuckled as he picked himself up. "Not bad, but a little disappointing. Come on, _hero_ , try to make this fight interesting, why don't ya?"

Nnoitra charged again. Diamondhead braced himself for an attack when suddenly the Espada disappeared. Before Diamondhead could figure out where he went, a powerful force struck him and sent him sprawling across the sand. Shaking his head, Diamondhead looked up to see Nnoitra smirking smugly at him.

Right. That Sonido thing.

"Come on, _hero_ ," Nnoitra taunted. "That can't be all you can do."

Diamondhead looked around. No sign of Lilynette, Apacci, Mila Rose, or Sung-Sun. Good, they had managed to get away. Now to deal with this guy.

"You want to see what I can do?" Diamondhead grinned. "You got it!"

He slammed his hands onto the ground. The Espada was curious as to what he was doing when a crystal shot out of the ground and struck Nnoitra right in the gut. The sudden attack caused the Arrancar to keel over and Diamondhead saw that as his chance. He leaped into the air and by the time Nnoitra looked up, Diamondhead was coming straight at him.

"This is for Apacci!" Diamondhead roared as he cocked his fist back and socked Nnoitra right in the face. Even if he was a guest in Las Noches, there was no way he was going to let a creep like Nnoitra get off easy for his actions.

The blow knocked Nnoitra for a loop. Seriously, he actually spun in the air before hitting the ground. Growling, the Arrancar started picking himself back up, only for Diamondhead to clutch his hands together and bring them down on Nnoitra's back, making him face-plant into the sand.

"Now that's what I call a _sand_ wich," Diamondhead laughed at his own horrible joke.

Nnoitra shook his head furiously, trying to remove the sand on his face. "Is that the best you can do?!" He yelled.

"Not really," Diamondhead taunted back. "I'm just getting warmed up."

"Really?" Nnoitra grinned. "So am I!"

Diamondhead was about to move, but at that moment, Nnoitra, swung his leg, tripping Diamondhead and causing the Petrosapien to fall flat on his back.

"I'll admit you've got some moves," Nnoitra chuckled as he stood straight up. "But my Hierro is the strongest of the Espada. You're gonna have to do better if you want to really hurt me."

Hierro? Now what was that?

Nnoitra prepared to attack again and Diamondhead prepared to defend himself…

Only for Starrk to appear behind Nnoitra and grab onto his weapon. Needless to say, Diamondhead and Nnoitra were shocked by his sudden appearance.

"Starrk?" Nnoitra stared at his fellow Espada.

"What do you think you're doing?" Starrk asked, a hint of seriousness in his normally casual tone.

Nnoitra snarled at his fellow Espada. "This doesn't concern you, Starrk."

"Lord Aizen put me in charge of watching over our guest, Nnoitra," Starrk countered. "I think it does concern me."

Nnoitra snarled again and tried pulling his blade out of Starrk's grasp. Starrk merely tightened his grip, causing Nnoitra to grind his teeth angrily as he failed to free his weapon.

"This is my fight, Starrk!" Nnoitra growled.

Starrk just looked at Nnoitra, looking sort of bored. "Leave, Nnoitra."

"What?!" Nnoitra exclaimed.

Starrk sighed as he scratched his head with his free arm. "I really don't want to use force, Nnoitra, but if it's the only way to make you go away, I might have no choice."

Both Diamondhead and Nnoitra were stunned by this declaration. But Nnoitra quickly recovered from his shock and smirked.

"Well now," he chuckled. "This human must be pretty special if you're actually willing to fight for his sake."

"Lord Aizen wouldn't like it if I let anything happen to him on my watch," Starrk said with a shrug as his free hand went to his katana. "Besides, Lilynette seems pretty fond of him. If I let him get killed, she'd never leave me alone about it."

"Gee," Diamondhead said dryly. "How thoughtful."

But Nnoitra didn't back off at the idea of the Primera Espada fighting him. In fact, he looked excited. Really excited.

"Alright, Starrk," he said gleefully. "If that's the way it's gonna be, bring it o…"

"That will be enough, Nnoitra."

Nnoitra, Starrk, and Diamondhead all quickly turned to see Aizen standing before them, Tosen and Gin standing on either side of him.

"L-lord Aizen," Nnoitra muttered.

Seeing that this fight was over, Diamondhead was engulfed in a flash of green light before being turned back into regular Ben. Everyone present gave him the briefest of looks before facing each other again.

Starrk let go of Nnoitra's weapon and the latter quickly put it at his side.

"I was informed of some very interesting news," Aizen said. "Aside from the fact that Emilou Apacci was badly wounded by Nnoitra, I also heard that he was fighting with our guest. I decide to look into the matter and now I find two Espada about to attack each other. What exactly brought this all this on?"

Nnoitra averted looking at Aizen directly, probably realizing he might be in serious trouble. "That bitch attacked me just because I said some stuff about Harribel, so I had to _defend_ myself."

Ben glared at Nnoitra's ridiculous excuse as he got up. Judging from Starrk's deadpan look and Gin's smile widening, nobody else really bought it.

"Defend yourself, hmm?" Aizen said. "That's very interesting, Nnoitra. Harribel must be training them really well if you had to defend yourself against three Fraccion."

Nnoitra winced as he realized what he had set himself up for. Ben couldn't help but feel a little smug at seeing his newfound adversary dig himself into a hole.

"He started kicking Apacci while she was down. So I stepped in," he interjected. Now Nnoitra was the one glaring at him. "I fought him so that the others could get away."

"How considerate of you, Ben," Aizen commented. "That was very brave and very risky, choosing to fight someone like Nnoitra, especially for the sake of those three. I was under the impression that Harribel's Fraccion weren't particular fond of you."

"I don't care," Ben said firmly. "Even if they hate my guts, I wasn't just going to sit there and do nothing."

Aizen smiled softly at the human. "You truly are a noble person, Ben. And considering that you don't look worse for wear, it seems you were able to hold your own against Nnoitra. The fact that he was still in his sealed state does not take away the impressiveness of this feat."

"Tch," Nnoitra scoffed.

"Is Apacci okay?" Ben asked, deciding to change the subject.

"She is currently in the medical room, undergoing treatment," Aizen said. "Starrk can escort you there if you wish."

Ben looked over at Starrk, seeing if he was up for it. The Prime Espada sighed, rubbing his head.

"Sure thing," he said tiredly.

Ben shot one last look at Nnoitra, who sneered at him once their eyes met. Aizen noticed the animosity between them.

"Ben," Aizen said, drawing the hero's attention to him. "I will deal with Nnoitra. You may go check on Apacci."

Nnoitra gaped at Aizen, shocked at the idea of his leader punishing him for anything. Ben was more than willing to go another round with this creep but he had a feeling that Aizen's word was final.

But he was definitely going to keep an eye out for Nnoitra from now on.

Starrk took that as their cue to leave. "Come on, Ben," he said as he put a hand on the hero's shoulder. The next thing Ben knew, everything was a big blur again. Obviously Starrk's Sonido.

The next, next thing Ben knew, he was back indoors.

"Come on," Starrk said, already walking off. "The medical room's this way."

"Right," Ben nodded, hurrying to catch up.

"Have to admit, that was a pretty bold move," Starrk said as they walked. "Taking on Nnoitra like that."

"I had to do something," Ben replied.

"Still, you should consider yourself lucky," Starrk told him. "Nnoitra's brutal and he gets worse when a fight excites him."

"I'll keep that in mind," Ben said, refusing to back down to somebody like Nnoitra.

Starrk saw the determined look in Ben's eyes and sighed. "Suit yourself."

The rest of the walk was done in silence but both paused when they heard the sound of someone running down the hall. They didn't have to wait long when the runner came into view from around a corner. And it was none other than Lilynette. Her eye went wide when she saw who was in front of her.

"Ben!" she shouted. "You're alive?!"

"Heh," Ben said as he crossed his arms. "Surprised?"

"Uh, duh!" Lilynette retorted, causing Ben to slump in annoyance. "I can't believe you're still alive, let alone standing, after a fight with Nnoitra!" Her eye completely bugged out. She pointed a shaky finger at the wielder of the Ultimatrix."Did…did you _win_?"

"I stepped in before things got heavy," Starrk said. Lilynette pouted, apparently disappointed that Ben hadn't actually defeated Nnoitra. "But…from what I saw, they were completely at a stalemate."

Lilynette stared at Ben in newfound awe. A human who not only stood up to the Fifth Espada, but was capable of fighting him to a standstill?

"Okay," Ben said. "To be fair, Nnoitra hadn't gone into that Released State thing."

"So?" Lilynette snapped at him. "The Espada are still pretty strong without using their Resurrecion." She grinned. "Oh, man. This is big. I wonder how everyone else is going to react."

Ben gulped as Lilynette's words weighed heavy on him. He had a feeling his skirmish with Nnoitra was going to be the talk of Las Noches. How would the other Espada react to this? Especially Grimmjow, who had shown an interest in him too?

"What were you doing anyway, Lilynette?" Starrk wondered.

"Oh, Harribel went to go check up on her Fraccion," Lilynette replied. "It looked like they wanted to be left alone so I decided to give them some privacy."

"How's Apacci doing?" Ben inquired.

"Not bad," Lilynette said casually. "Nnoitra got her good but it's nothing that can't be patched up. The nurse said she should be just fine."

Ben let out a sigh of relief. "Well that's good. What about the other two?"

"A little sore but that's about it," Lilynette informed him.

Ben smiled. "I'm glad they're going to be alright."

Lilynette huffed as she crossed her arms and stared in Ben with a scrunitizing gaze similar to the one she had used on before this whole happened.

"What?" Ben asked.

"I don't get it," The little Arrancar said. "Why are you being so nice to them after everything they did?"

"Well, I'm not gonna lie, it was _really_ annoying the way they kept twisting everything I said," Ben admitted. "But at the same time, they didn't deserve to be treated like that."

Lilynette groaned. "I think you're a little too forgiving."

Ben laughed. "I guess I can be. I mean, my best friend's a guy who tried to kill me when we were kids."

Starrk and Lilynette both gawked at him. Their reaction was so priceless, Ben couldn't help grinning.

"Are you serious?" Lilynette asked.

"Uh huh," Ben said, still amused at the looks on their faces. "Of course, it's a long story and all but…"

"Ben Tennyson."

Ben paused at the sudden appearance of Tia Harribel, who was standing at the end of the hall. The Third Espada crossed her arms under her breasts and began walking towards the other three.

"Hello, Harribel," Starrk said casually.

"Starrk," Harribel replied civilly. She gave Ben a brief glance before looking back at her comrade. "I would like to speak with him alone."

Well this took Ben by surprise.

Starrk looked back and forth between Harribel and Ben. "Alright," he said. "Come on, Lilynette."

"What?!" Lilynette exclaimed. "What's the big deal? Can't we stay?"

"I said come on," Starrk said, a bit of firmness in his tone.

Lilynette glared at the other Arrancar but relented. "Fine, fine." She ran after him.

So now it was just Ben and Harribel alone in the hallway. The two said nothing, just looked at each in silence. For Ben it was an awkward silence but he didn't know what Harribel thought about it. Eager to end it, Ben opened his mouth to say something but Harribel beat him to it.

"I have some things I wish to say to you, Ben Tennyson," she told him.

Ben flinched, worried that she was upset with him for some reason. Was she as mad at him as her Fraccione were? Did she think it was his view fault they got hurt?

"First," Harribel began. "I would like to apologize on behalf of my Fraccione."

Well that took Ben by surprise. "Uh…"

"They had made it perfectly clear how much they hated you for your apparent _disrespect_ towards me. I told them not to worry over such a trivial thing but it seems they, especially Apacci, refused to let it go. I should have known they would do something foolish and did more to rein them in."

Well now, Ben looked at the ground, unable to think of anything to say. It was nice to know that at least Harribel herself didn't hate his guts.

"Second," Harribel went on. "You had every reason not to help my Fraccione. Yet despite their treatment of you, not only did you protect them, you were willing to face one of the Espada to do so. I thank you for your kindness."

Ben couldn't help smiling at her words. Not because of the praise, but the fact that Harribel seemed to really care about her Fraccion's wellbeing. Maybe their zealous loyalty wasn't completely unfounded.

"I am also impressed you are still alive, let alone in perfect health, after facing Nnoitra Gilga," Harribel commented. "But be cautious, Ben Tennyson, for you have gained a deadly enemy. Nnoitra does not forgive and he will go to any lengths to settle a score."

Harribel was then taken by surprise at the sudden look of determination on Ben's face.

"Well you know what I say to that?" he said. "I say bring it on. I've faced tons of guys back home who've tried to kill me but I always came out on top. I'm not gonna back down from a jerk like him. He's just another name to add to the list."

Harribel just stared at Ben, amazed by his words and conviction. She closed her eyes. "You are either extremely brave or extremely foolish. Perhaps a bit of both."

Ben grinned. "Okay, I'll admit I am a little of both. But hey, I've gotten this far."

"Hmm," was Harribel's reply before she turned around and started heading back the way she came. "I am going to check up on Apacci and the others again. Then I'm going to remind Nnoitra why it is ill advised to attack another Espada's Fraccione."

The sudden coldness in her voice left a shiver running down Ben's spine. He did not want to be in Nnoitra's shoes right now. Not that he ever would on a good day.

Before turning around the corner, Harribel spared Ben one last parting glance.

"Thank you again, Ben Tennyson. And good luck." With that, she left.

Once she left, Ben let out a great big sigh. Well, this has been quite the eventful day. And he had only just gotten here.

Still, he couldn't get Harribel's words out of his head. While all the advice was appreciated, he already figured Nnoitra would be gunning for him. Ben had managed to hold his own but he had a strong feeling the Fifth Espada hadn't been going all out. Sure Ben himself hadn't gone all out either but with all these things Arrancar can do; Sonido, Cero, Resurrecion, Hierro and possibly much more, it would be risky to fight Nnoitra again unprepared. Now Ben was used to fighting new enemies blindly (especially when he was a kid) but it sounded like doing that here might get him killed. If he wanted to stand a chance, he needed to find out all he could about Arrancar.

Ben turned around and walked back the way he came. He hoped Starrk and Lilynette didn't go too far, he wasn't in the mood to get lost in this place. But it seemed he didn't need to worry because the two were walking right towards him. And the grin on Lilynette's face probably meant they had overheard his conversation with Harribel.

"Well look at you, making friends with Harribel," Lilynette teased him.

"I don't know if we're friends," Ben said to her. "If anything, we're just on positive…ish terms."

"That's more than any of us can say," Starrk told him. "Harribel and her Fraccione usually keep to themselves. The fact that you're on her good side is an accomplishment in itself."

"Hmm," Ben said as he crossed his arms. Then he remembered what he wanted to talk to these two about. "Hey guys."

"Yeah?" Lilynette asked.

"I need your help," Ben said.

"About what?" Starrk asked.

"I would like to learn more about Arrancar," Ben answered.

"Hmm. Want to be ready in case Nnoitra wants a rematch?" Starrk guessed.

Okay, what was it with people here knowing exactly what he wanted to do? First Aizen, now Starrk? It was scary. Or was he really _that_ obvious?

Since Starrk wasn't bothering to beat about the bush, Ben didn't either. "Yeah."

Starrk sighed, acting more as if he had just been asked to move a mountain. "Well, I guess I can't always be there to bail you out and Lord Aizen would probably prefer you being able to handle stuff on your own. Alright. But let's get back first so I can least rest while I'm explaining."

Ben grinned at his good fortune. "Works for me."

With that, the three started on their way back to Starrk's palace.

 **End of Chapter**

 **Well guys, I hope this chapter was worth the wait. I'm really, _really_ sorry for the delay. Even though I've picked up multitasking between working on my own stories and helping my friend out with his, I was constantly drawing blanks on what to write for this chapter. In fact, I had a completely different idea in mind before scrapping it and creating the official one.**

 **The main reason for the delay is because I'm trying to keep things better proportioned than my previous Ben 10/Bleach crossovers. Due to my past failures, I find myself walking a tightrope to get _this_ story just right. Hopefully I'm doing a decent job.  
**

 **You'll notice how this chapter focused around Ben instead of jumping around like usual. This is because I'm trying something different, focusing on just Ben's POV along with any characters who happen to be with him at the time. I was going to go back and edit all my previous chapters so that they had Ben's part, but due to the content of the chapters, I realized doing so would just make things confusing. So I left them as is and informing you all that from now on, the story's just going to center around Ben.**

 **Also, I've started to see that two completely different series like Ben 10 and Bleach don't really go together. They're just too different. _But_ I want to reassure everyone I am _not_ quitting this story. After all the stuff we've been through, I'm not just gonna drop it all together. I'm seeing this through to the end and I hope to finish this whole series on a high note. **

**I also had a talk with my buddy Blazorna Ibara. While we're still planning on crossing our stories together, he was also giving me some story advice. He suggested I make sure I don't have Ben make the actual protagonists of Bleach redunant. Now this is perfectly reasonable and while the story's going to focus primarily on Ben, I won't have him do everything. The other characters will still carry their own weight.**

 **But some of Blazorna's other advice made it seem like he didn't want Ben to really do anything of significance. I think he was trying to tell me that Ben can have adventures in Bleach, but they shouldn't affect the actual canon or something.  
**

 **But we talked some more and he told me that he just meant I needed to be careful not to do anything overly drastic that would completely derail Bleach's primary plot and this _does_ make perfect sense. Along with that, I've decided to see if some original adventures could be good for the story instead of _only_ using the canon plot. This could allow me to work some of the anime filler characters like that rogue Arrancar Patros into the mix. But at the same time, I want to make sure any original adventures can actually fit into the story and not ruin it. I'll have to careful and thorough. **

**Also, I'm thinking about changing my username again. I had mentioned this before haven't I? Well, I want to change my name and come up with something original instead of just using a character's name. Haven't thought of any yet but you'll know when I do.**

 **That's all for now. Again, I'm sorry about the wait and I hope you liked this chapter. See you all next time. Hopefully the next update won't take long but no promises. Especially if my job has anything to say about it.**

 **Take care**


	6. Friends and Foes

**Disclaimer: I don't own Ben 10 or Bleach**

 **Hey, guys. So remember when I said in the last chapter that the story would focus on Ben's POV from now on. Well, I realized that doing that now, after already being a few chapters in, would probably throw the story off. So I've decided I will use multiple POV's after all. But, I'll be sure to keep the amount of POV switches to a minimum. I would also like to give a shout out to my good pals Pyromania101 and Vandenbz for proofreading this chapter, and also to Incredible Muffin and Diablo Ex Machina for their support. That's all for now: enjoy the chapter!**

Friends and Foes

Grimmjow Jeagerjaquez was in a sour mood.

Of course by now everybody knew about what had happened between Ben Tennyson, Harribel's Fraccion, and Nnoitra. But what bothered him was the really juicy part of the rumors: the fact that Tennyson took on Nnoitra and managed to fight him evenly. Now Nnoitra made it very clear to anybody within earshot that he had not been fighting all-out. Anybody here could vouch for that claim because they would have sensed him entering his Released State if he had.

Still, the fact that this strange human was able to fight on par with one of the five most powerful Espada was enough for gossip…and concern. But what did this have to do with Grimmjow personally? Well, another major topic of discussion regarding Tennyson was how well he would do against the other Espada. And some were figuring that if he could hold his own against the fifth Espada, he could very well easily do the same against the Espada lower than Nnoitra…of which Grimmjow was included. The thought made the Sixth Espada growl in aggravation.

"You're troubled, Grimmjow," noted the leader of his Fraccion, Shawlong Koufang.

Grimmjow turned to face him. The Arrancar had a long face and black hair that was braided and hung over the side. The remains of his mask were located on his head in the form of a sort of hat. A dropped portion of it covered the upper left half of his face and a long spike jutted out from the right of the "hat".

"It's annoying how all those idiots think that just because Tennyson could fight Nnoitra without dying means that he's a match for me," Grimmjow said.

"I suppose it can't be helped," said Eldrad Liones. "Simply because Nnoitra is ranked just above you."

Eldrad was a large man with a half-shaven head, noticeably by the red hair that flowed over the unshaven part. His mask remains took on the form of what one could mistake for sunglasses resting on his nose. His shirt was open, revealing the gaping Hollow Hole in his chest.

"I don't like it," said Yylfordt Granz, a man with blonde hair and mask remains that resembled a helmet on his head. His Hollow Hole was just visible through the slit in the upper half of his jacket. "This kid shows up out of nowhere, claiming to be from another universe, with a gauntlet that turns him into aliens powerful enough to fight the Espada."

Eldrad smirked at his comrade. "I'll bet Szayelaporro's just itching to learn more about him."

Yylfordt groaned at the mention of his brother. "Don't even get me started on him."

"Nonetheless, I believe Yylfordt is onto something," Shawlong said. "We know that at least _one_ of his transformations is as powerful as a sealed Espada, but we still don't know how strong the rest are, let alone how many the boy can become. Tennyson is a wild card and we're taking too much of a risk by letting him stay here."

"So," said Di Roy Linker, with a sinister smile on his face. "Should we deal with him?"

Di Roy was a short male Arrancar with mask remains consisting of a bulky helmet that looked a bit like a hammerhead shark. The right-hand side of his mask was wrapped in bandages, covering up his right eye. His square, shark-like teeth, were showing thanks to his wicked smile.

"Sounds like suicide to me," Yylfordt said with a frown. "He's under Starrk's protection, remember? You really want to tangle with the Prime Espada?"

"Not to mention that he's probably got Harribel on his side now," Eldrad pointed out.

Di Roy paled considerably when he took this into account. As eager as he was to put this Tennyson kid in his place, he wasn't up for facing two of the most powerful Arrancar in Las Noches to do it.

Grimmjow heard what his Fraccione were saying but kept his reactions to himself. While Shawlong had a point by saying the kid was a potential threat, that wasn't what truly bothered Grimmjow. No, what bothered him was the thought of a human being better than him. He refused to accept that a human, regardless of whatever power they had, could be superior to him. Ben Tennyson needed to be taken down. Now.

Grimmjow's Fraccion all froze when they noticed their leader sporting a wicked, bestial grin, like a savage animal about to attack.

"You have a plan," Shawlong stated, not asking.

Grimmjow smirked at his second-in-command. "Oh yeah."

…

Ben was walking down one of Las Noches' various hallways. He had been trying to memorize the place's layout so he wouldn't get lost, but at the moment he was too deep in thought. Earlier, Starrk had informed him more about the basic abilities of Hollows. Ben ran the list through his mind: Arrancar had super strength and speed, energy blasts, hardened skin, levitation, and a secondary form with additional powers. These guys were no joke, that's for sure. So what did that say about the Soul Reapers they were going to be fighting against?

Speaking of Soul Reapers, what exactly could they do compared to Arrancar? What could Aizen himself do?

"HEY BEN!" A shrill voice suddenly punctured his thoughts…and quite possibly his eardrums.

"Ah!" Ben cried out, jumping and doing everything he could not to fall over. He turned around and shot an annoyed look at the instigator, a smirking Lilynette. "Hello, Lilynette."

Lilynette just grinned cheekily at him. "Hey, Ben. You were really zoned out there."

"So you decided to try and make me deaf?" Ben asked, putting a finger in his ear.

"That's nothing," Lilynette grinned. "You should see the stuff I usually do to Starrk."

"You mean aside from stomping and kicking him around?" Ben commented.

Lilynette chuckled. "Oh yeah."

Ben blanched, wondering just what else she did to torment the poor guy. "I'll take your word for it," he said. Lilynette just crossed her arms and smirked proudly. The look reminded Ben a lot of the times he and Gwen used to play pranks on each other as kids.

The thought of Gwen caused Ben to immediately think of home. It was hard to believe that already a day or so had passed since he had first arrived here. He wondered how everybody was doing back home. They must've known he was missing by now...and probably worried sick. He could just imagine his parents freaking out over his disappearance and Grandpa Max trying to find some way to find him and bring him back, probably with Gwen's help.

Lilynette noticed the change in Ben's mood. "You alright?"

Ben gave her a small smile. "Oh nothing just…thinking about what might be going on back home."

Lilynette walked up beside him. "You really miss it, huh?" She supposed she could understand that. If she had been taken away from Hueco Mundo and forced to live in a completely different place, she would have missed the desert too.

Ben's smile grew. "Yeah."

"Is it scary?" she asked him with honesty. "Being in another universe."

Ben chuckled. "Well, this isn't the first time I've been away from my world, or even my universe…"

"Wait," Lilynette stared at him. "You've been to another universe _before_?"

Ben chuckled. "Yeah. You honestly wouldn't believe the adventures I've had back where I come from."

Lilynette scooted closer to him. "So tell me."

Ben leaned back at the sudden invasion of personal space. "Um…"

"Oh come on," Lilynette urged. "If you're gonna stay with us, we should know you a little better. And it's not like we've got anything better to do around here."

Well she had a point there. Ben had checked: No video games, no television, no _smoothies_. This place seemed be the land of boredom. What exactly did Arrancar do in their free time? Just lay around like Starrk did?

Realizing that he had very little choice in the matter, Ben sighed. "Alright. Where should I start?"

"Why not tell me about when you first got that…Ultimatrix?"

Ben chuckled as he looked down at the Ultimatrix. He knew it was a matter of time before somebody asked him more about that thing. Luckily he already had a plan for when that happened. "Well, in order for me to explain I got the Ultimatrix, I'll really need to start at the beginning. See, it all started when I was ten years old and going on a road trip with my cousin and grandpa…"

This already got Lilynette's attention. Ten years old? Ben had gained his power when he was just a child?

"When we got to the camping site, I decided to go exploring in the woods and then…"

"Well, well, you two seem to be having a good time."

Ben and Lilynette froze when they found none other than a smirking Grimmjow and his Fraccion standing before them. Ben resisted the urge to blanch again.

Lilynette wasn't thrilled to see Grimmjow either. "What do you want?" she demanded.

Ben had a feeling that he already knew what the Sixth Espada wanted.

Grimmjow's smirk grew. "Well, I heard about how Tennyson here did so well against Nnoitra. Congratulations. Looks like you've got some moves after all. So, I've decided that I want to see what you can really do. Why don't you and I have a nice little spar? No holding back this time. I want to see what you really got."

Before Ben could react in any way, Grimmjow shot forward and grabbed him by his collar. Lilynette was about to object when Nakeem came up behind her. He clamped one hand over her mouth and used the other to grab her in a one-armed bear hug.

"Hey!" Ben yelled. "Let her go!" He was about to go for the Ultimatrix when Grimmjow slammed him into the wall. He grit his teeth as pain shot through his back.

Grimmjow got right up in Ben's face. "Here's the deal, Tennyson. I want to fight you and I don't want her running off to Starrk and cutting our fun off early."

"Some fun," Ben groaned. If he could just reach the Ultimatrix and go hero fast enough, he could hopefully take all these guys down and bolt for it.

"Besides, you're a hero, right?" the Arrancar went on before looking over at Lilynette, who was currently glaring daggers at him. Grimmjow just sneered in amusement. "From what I hear, you're more willing to spring into action when someone's in danger." Lilynette's eyes widened as Ben easily picked up on Grimmjow's unspoken threat.

Lilynette shook her head furiously, kicking her legs against Nakeem in a futile attempt to break free. All she managed to do was get him to tighten his grip.

Ben knew he was in a fix. It was possible he could go hero and free himself from Grimmjow, but would he be able to save Lilynette before that big lug hurt her?

Grimmjow, who had looked back at him, chuckled when he saw the calculating look on his face. "Don't even think about going alien, Tennyson." He looked back at Nakeem and nodded. Nakeen nodded and tightened his grip even further. Lilynette's eyes widened as she felt her head being squeezed, her screams muffled by her captor's massive hand.

"Alright!" Ben yelled, seeing no way out of this, as he glared at Grimmjow. "I'll fight you, just leave her alone!"

Grimmjow's grin was as wide as could be, making him look like some kind of deranged Cheshire cat. He looked back at his Fraccion in triumph. "Let's go."

His Fraccion nodded, sporting their own smirks. Lilynette looked at Ben apologetically. Ben just gave her an encouraging smile. He would find a way to take down Grimmjow and his Fraccion and get her to safety.

…

Ben and Lilynette were led outside of Las Noches, the moon shining bright in the dark sky. Despite the situation, Ben wondered where Runuganga was. Could it be that he was in on Grimmjow's scheme, or did he sense an Espada was nearby and decided to back off?

Speaking of Grimmjow, his smirk was still on his face and his hands in his pockets as he and Ben faced down each other. His Fraccion, with Lilynette still in Nakeem's clutches, stood off to the side.

"Alright, Grimmjow," Ben said firmly. "You have what you want, now let Lilynette go."

"And have her go to Starrk?" Grimmjow asked rhetorically. "I don't think so! And don't even think it about using your aliens to just run away. If you want her unharmed, you need to fight me with everything you've got."

"And then you'll just let us go?" Ben asked skeptically.

"By then I'll already have what I want," Grimmjow replied. "What would be the point?"

Ben sighed through his nose as he weighed his options. He was used to handling multiple opponents but he couldn't risk taking on six different Arrancars, including an Espada, without knowing their capabilities.

Also, what would his Fraccion do if Ben beat Grimmjow? Would they try to gang up on him while he was exhausted? Or would they back off at seeing their leader beaten? Of course he could always let Grimmjow win but the Espada had to be pretty observant. Who knows how'd he react if he learned Ben lost on purpose?

Too many factors, too many possibilities. Ben saw that he had no choice but to wing it and wait for an opportunity.

"Alright," he said.

Grimmjow shifted his stance, taking more of a fighting pose. "Now you can go alien."

"Much appreciated," Ben muttered dryly as he activated the Ultimatrix. He needed to take Grimmjow down as soon as possible. And he knew just the type of alien to do it too. He slammed the dial down.

Grimmjow laughed maniacally as Ben's body was bathed in green light. Despite his eagerness to establish his self-proclaimed superiority, he found himself actually anticipating this battle for the sake of a good fight.

When the green light faded, what stood before the Arrancar was a red skinned, rather muscular, twelve foot tall alien whose most notable features were his two pairs of heavyset four fingered arms. He also sported two pairs of green eyes; a main pair with the second, smaller pair right underneath them. The alien had a black stripe that ran down from his lower lip to his chin, vaguely resembling a beard and a slicked-back black ponytail. His clothing was rather simple: gold wrist and ankle bands, black underwear with a golden waistband, and two golden sashes across his chest.

Grimmjow eyed this new form with interest. It looked tough, now to see if it was. "So, heard you give your aliens fancy names like that Diamondhead guy you used against Nnoitra. What's this one called?"

The alien grinned as he pounded his fists into his palms. "Meet Four Arms!" he said in a raspy voice.

Grimmjow actually paused when he heard the alien's name. "Seriously?"

Four Arms blinked with all four of his eyes. "What?"

Grimmjow snorted. "You actually named a guy with four arms... _Four Arms_?"

Four Arms scowled. "Hey, cut me some slack. I named this guy when I was a kid."

Grimmjow's eyes narrowed with interest. "Is that right? A kid, huh? So you've had these powers for quite some time."

Four Arms resisted the urge to smack himself, realizing that he just walked into that one.

"Which means you have quite a lot of experience," Grimmjow went on, the eagerness all but oozing out of his voice. "Good. That means this should be a really good fight."

The tetramand tensed up, slowly shifting into a fighting stance. He might not be sure what Grimmjow was capable of but he was confident he could handle it. He had just as much experience with Four Arms as he did Diamond…

Unfortunately his self-reassurance was cut short as Grimmjow used his Sonido to appear right in front of Four Arms and punched him right in the gut with enough force to make the mighty alien topple over. Grimmjow took the initiative to unleash a powerful kick that sent Four Arms sprawling to the ground. Just as the tetramand was starting to pick himself, Grimmjow shot forward and began unleashing a flurry of punches and kicks. Four Arms was helpless against the Sixth Espada's ruthless onslaught. Grimmjow was just as powerful as him, and had speed that rivaled XLR8. Said Arrancar finished his barrage with a spin kick that sent Four Arms flying a good distance away, his body eventually smacking into a dune of sand.

…

Lilynette screamed for Ben but it was too muffled by Nakeem's hand to be coherent.

"Ha!" Di Roy sneered. "This is the guy who fought Nnoitra to a standstill? He's pathetic."

"Di Roy," Shawlong chided his comrade. "Grimmjow caught him off guard. While I still doubt he's any match for our king, I'm certain he has more to offer than this."

Di Roy grumbled at being chewed out by Shawlong but nonetheless said nothing as he continued watching.

…

Four Arms groaned as he sat up from the sand. "Whoa. What a headache. His fighting style is completely different than Nnoitra's." He eyed Grimmjow's zanpakuto warily, "And he hasn't even drawn his sword yet. If he's this good in a fistfight, how good is he with a sword?"

Grimmjow had a bored look on his face. "Come on, Tennyson. Don't tell me this is all you got!" Though he did notice that despite the pummeling he just gave Four Arms, the alien didn't really look worse for wear.

Four Arms grinned as he wiped his mouth with one of his lower arms. "Buddy, I'm barely starting."

Grimmjow's face lit up again. "Ha! I knew you couldn't be taken down with just a few hits like that."

Four Arms flexed his muscles. "I may not have some fancy skin-hardening moves like your Hierro, but I can take a _lot_ of punishment."

"Good! I'd hate for this to be over so soon!" He used Sonido again to appear right next to Four Arms, ready for another onslaught…

Only for Four Arms to grab his hand before it could make contact. Grimmjow's eyes widened while Four Arms decided to smirk this time.

"Also," the tetramand said. "I've got really good reflexes."

Four Arms swung Grimmjow overhead, smashing the Espada face first right into the sand. But he didn't get time to do anything before Four Arms swung him again, slamming him into the sand back first. Grinning mischievously, Four Arms hoisted his opponent into the air again, but instead of slamming him into the ground, he twirled Grimmjow like a bola before letting him go, watching the Espada soar through the air before slamming into the ground again.

…

Di Roy gaped but the rest of Grimmjow's Fraccion were more neutral than surprised. Lilynette let out a sigh of relief at seeing that Ben was okay and fighting back.

"See, Di Roy," Edrad said. "The boy is more impressive than you give him credit for."

Yylfordt smirked. "Sure, he's got some moves but Grimmjow still hasn't gone all out. He won't last."

…

That was fun but Four Arms readied himself, strongly doubting that was enough to finish him.

True enough, Grimmjow got back up to his feet, looking more amused than wounded.

"Now that's more like it!" Grimmjow laughed. "You do make good prey, Tennyson."

"Uh…thanks?" Four Arms replied uneasily.

"But just because you got a few good hits in," a red light started forming around Grimmjow's fist "Doesn't mean you can get cocky!" He thrust his arm out as if he was punching, sending what appeared to be a red ball of energy right at Four Arms. The brawling alien's reflexes kicked in and he crossed all four of his arms in front of him. The energy ball struck his arms, blasting him backwards while digging two trenches in the sand.

Four Arms remembered how Starrk told him Arrancar had two kinds of energy blasts. The first was Cero and the other was Bala. It was smaller and weaker than a Cero but it was faster and, as Four Arms just felt, had a lot of concussive force.

Four Arms lowered his hands to see Grimmjow shooting straight at him. He caught the Espada's kick, only for Grimmjow to pivot his body and kick out at Four Arms with his other foot. Unfortunately for the Arrancar, Four Arms grabbed that leg too. Smirking at Grimmjow's wide eyed expression, Four Arms punched him with both of his lower arms, blasting his opponent backwards. Although in pain from the blows, Grimmjow managed to adjust himself, sliding across the desert sand.

He charged up his fists and began unleashing another Bala. Four Arms moved out of the way in the time, only for a second one to come straight at him! This one however, hit the ground near Four Arms, sending him flying thanks to the sheer force of the explosion. The tetramand didn't have enough time to collect because Grimmjow appeared next to him, punching him across the face. Four Arms staggered, which Grimmjow saw as an opening.

But just as he got close enough, he was caught in a bear hug by Four Arms' lower arms. The upper ones reared back, before striking either side of Grimmjow's head. He yelled in pain from the blows. Snarling in anger, he managed to break out of Four Arms' hold with an impressive show of force before tilting back and kicking his opponent right under the chin. This stunned Four Arms long enough for Grimmjow to punch him right in his solar plexus, now it was Four Arms' turn to slide backwards from the sheer force of the blow.

Grimmjow went on the attack again but Four Arms had another trick up his sleeve. He reached back with all four of his arms as far as he could before slamming them together into one big clap. The force of the clap created a powerful shockwave that blasted Grimmjow all the way back to Las Noches. His Fraccion's eyes were wide as they saw their leader slam into the dome's wall.

Four Arms waited with anticipation. Was that it? Was Grimmjow done?

His answer came in the form of a massive red beam shooting straight at him. Grimmjow had fired a Cero!

"Oh boy!" Four Arms crouched down as low as he could, then leaped into the air. His legs were every bit as strong as his arms, and they allowed him to jump right over the Cero before it could hit him.

Unfortunately he had little time to celebrate his accomplishment because as the Cero passed under him, Grimmjow suddenly tackled him. Caught off guard, Four Arms wasn't able to react in time as the Espada grabbed his right lower arm. And with a sinister smile on his face, Grimmjow proceeded to tear the limb right off!

Four Arms roared as blood gushed out of his open wound.

Lilynette thrashed wildly in Nakeem's grasp. She managed to wiggle enough space to open her mouth and bite down hard on her captor's hand. Hissing in pain, Nakeem removed his hand, allow Lilynette to speak again. "Beeeeeen!" She cried as the human she could get along with plummeted to the ground, sand shooting everywhere from the impact of his landing.

Four Arms was in a world of pain right now. Sure he was used to his limbs getting torn off, cut off, shot off, but that happened whenever he was an alien that could grow it back! Four Arms clutched the stump where his arm used to be.

That feral smile still on his face, Grimmjow tossed said disembodied arm to the side. "Those extra arms of yours are a pain in the ass. So I figured I might as well get rid of them."

"You bastard!" Lilynette yelled at him before Nakeem covered her mouth again. She glared bloody murder at him but the bigger Arrancar gave her no mind.

"Now you got 'im, Grimmjow!" Di Roy cheered.

"He still has three arms left," Edrad pointed out. "He's not out of the game yet."

Grimmjow casually made his way over to Four Arms. "Edrad's right. You do still have three arms. I hope losing just one didn't weaken you too bad. Though you might want to call yourself Three Arms now."

Four Arms glared at Grimmjow.

"You're down but you're not out," Grimmjow figured. "Go ahead, turn into a different alien."

Even without his gloating, Ben knew Grimmjow was right. He couldn't risk continuing the fight in this condition. He grabbed the Ultimatrix dial and was engulfed in another flash of light.

Four Arms was gone and in his place was a tall humanoid, plant-like alien with a green and black colored body, a flame-patterned head and root-like feet that looked like they were latching onto rocks. His eyes were oval shaped with points at each end with pupils bearing a similar, yet smaller shape. His shoulders and head had red petals while his elbows and legs sported green frills.

"Hmm," Grimmjow eyed this new alien. "Not bad." Sudden he caught a whiff of a rotting scent, grimacing in disgust. Considering that the smell appeared the same time as Ben's new alien, it wasn't hard to put two and two together. "Ugh, so what's his name? Stinkweed?"

"Hilarious," the new alien muttered in a very nasally, stuffed up voice.

"If you think smelling bad is going to stop me, think again!" Grimmjow shot forward. Unlike before, the new guy didn't even try to defend himself. That suited Grimmjow just fine as he punched right through the plant creature's torso. Lilynette's eyes widened again.

Grimmjow and his Fraccion were certain he had dealt a fatal blow, only for Grimmjow to look up and see his opponent looking surprisingly nonplussed before grinning.

"Sorry, that kinda stuff doesn't bother this guy," he replied before slugging Grimmjow in the face, knocking the Espada back. Grimmjow glared at his opponent, only for his eyes to widen as the gaping hole he put in Ben's torso closed.

"High-speed regeneration?!" Grimmjow exclaimed.

"Yeeaaah, kinda the reason why I picked him. Oh and by the way," Grimmjow's eyes widened as fire suddenly ignited in the plant alien's hands. "This guy's called Swampfire!"

Now it was Grimmjow's turn to be under a barrage as Swampfire began pelting fireball after fireball at him, snarling in pain as the flames scorched him.

…

"What the…?" Di Roy tilted his head in confusion. "A plant creature with fire powers? How does that work?"

"Methane, or something similar," Shawlong noted.

Di Roy looked at him. "Methane?"

"The smell coming from this Swampfire," Edrad said. "This alien has the power to produce a flammable gas, most likely methane, and is capable of igniting it to use fire based attacks. This, combined with the power of high-speed regeneration does make him an admirable foe."

Yylfordt scowled. "This kid's just full of tricks."

…

"I'd say it's time we wrapped this up!" Swampfire said, ending his assault. But before Grimmjow had time to question what the methanosian was doing, Swampfire began throwing seeds at Grimmjow's feet. The Arrancar would've taken the time to mock his opponent for whatever he was trying to do if the seeds hadn't suddenly started growing into massive vines.

"What the…?" Grimmjow said as the vines began wrapping him up. He struggled to break free but Swampfire just kept adding more vines to the ones already constricting around him.

Shawlong narrowed a calculating eye at Swampfire. "So not only does he possess power over fire, he can also control plants produced from the seeds on his body. It can be assumed he is able to control natural plants as well."

"High-speed regeneration, creating flames, controlling plants, and he seems pretty strong," Yylfordt frowned. "Szayelaporro would just love to dissect this guy on one of his operating tables."

Lilynette, despite her predicament, couldn't help but be impressed too. But would this Swampfire's power be enough to stop Grimmjow?

"Dammit!" Grimmjow swore as the vines completely immobilized him. He shot Swampfire an ugly look, though he couldn't help but acknowledge his adversary's skills. "You just keep busting out one trick after another, don't you, Tennyson?"

Swampfire grinned. "Just wait for my next one." He raised his hands and began releasing a green gas from his palms.

…

"Ugh!" Di Roy exclaimed, covering mouth and nose with a hand. "That reeks!"

"So he can actually release the gas too," Shawlong commented. Suddenly his eye shot open as the implications of this dawn on him. "But that means…"

…

Grimmjow's eyes widened as he too had a feeling about what Swampfire was going to do.

Still grinning, Swampfire stopped releasing the gas, having created a sizable amount of the stuff around Grimmjow. Swampfire then raised his hand, snapped his fingers…

And Grimmjow found himself engulfed in an explosion of flame.

All the spectating Arrancar were stunned speechless at Swampfire's latest ability.

Edrad frowned deeply. "All of these abilities, and at one alien's disposal. Indeed, I can see why Lord Aizen would view him as a asset to our cause."

"But what if he turned on us?" Yylfordt pointed out.

"A fair statement, Yylfordt," Shawlong said. "But for now, let's just see what happens here first."

Swampfire looked at the aftermath of his explosion. There were burning remains of his vines everywhere but he had yet to find Grimmjow.

"Huh," Swampfire muttered as he rubbed his head, still looking around. "Maybe I overdid it."

Suddenly Swampfire found an incredible pressure raining down upon his body. Whatever it was, it was incredible, forcing him down to one knee.

"Hey!" he exclaimed. "W-who turned up the gravity?"

The smoke and flames were blown away by a whirlwind kicked up from ground zero, revealing Grimmjow. His skin was burned, his clothes were scorched, and he looked pretty angry. But that's not what got Swampfire's attention. No, what got his attention was the strange blue aura emitted around the Espada's body.

"That's new," Swampfire couldn't help saying at the strange sight.

"Ah, so you are not familiar with spiritual pressure yet," Shawlong noted.

"Spiritual pressure?" Swampfire couldn't help asking.

"We spiritual beings have the ability to release our energy as a physical force outside our bodies," Shawlong explained. "Our raw power, as it were. And depending on the amount of spiritual pressure one has, it can, as you put it, feel as if gravity has increased."

Swampfire scowled at Lilynette. "Would've been really nice to know that."

Lilynette shot him a helpless look and shrugged, or as close as she could.

"Spiritual pressure is also how the Espada are ranked," Shawlong added.

Swampfire stared at him. "Wait, what?" He looked over at Grimmjow. "You mean you guys are just ranked by how much energy you have? Not on your personal skills and abilities?"

"Perhaps Lord Aizen chose to do so for the sake of simplicity," Shawlong said with a shrug. Then he sported a light smirk. "Or maybe he did it so that enemies could underestimate the true capabilities of the Espada."

If Swampfire hadn't realized he was in a tight spot before, he was now. Not that he thought fighting Grimmjow would be easier than fighting Nnoitra just because he was a rank lower, but to learn the ranking had a really flawed method did not comfort him in the slightest.

"Ben Tennyson," Grimmjow said, his voice dangerously low and setting everyone else on edge. "I have to admit, I underestimated you. I thought that just because you could face Nnoitra didn't mean you were a match for me."

Swampfire narrowed his eyes.

"I thought toying with you would be enough, but all it did was let you…make a fool out of me!" Grimmjow's aura flared with more power and Swampfire felt the pressure increase on him.

"I guess," Grimmjow's hand went to his sword, "It's time to stop playing around. He drew his sword, a blue handle katana with a sort of crooked S for a crossguard.

Lilynette's eyes widened. Out of all the Espada, Grimmjow was the one who favored hand-to-hand combat the most, but he was just as deadly with a sword as they were. And when he finally got around to using it…

Shawlong noticed the smaller Arrancar's distressed look and smiled. "So you've come to the same conclusion as we all have." Lilynette's eyes darted toward him. "This fight is over now."

"Still," Di Roy said. "Tennyson got Grimmjow to draw his blade. He only does that against foes who really impress him."

"Ben Tennyson should consider it a great honor that he is to be taken down by Grimmjow's sword," Edrad said.

"Heh," Yylfordt chuckled. "This is the end."

Lilynette looked back at Swampfire. She was surprised at how concerned she was for this human who just came into their midst, and hoped against hope that he had some kind of trick that would get him out of this mess.

Grimmjow darted at Swampfire, who unleashed jets of flames from his hands, only for Grimmjow to disappear. The next thing the methanosian knew, something cleaved through his middle. His body split in two, both halves hitting the ground. Pushing his upper half up, Swampfire turned his head to see Grimmjow standing behind him. Swampfire scowled as vines from his upper body started reaching out towards his lower body.

"Huh," Grimmjow said, noticing this. "So you can also put yourself back together if you're cut up. Must be nice, being able to heal yourself like that. But I wonder…" Grimmjow sliced through Swampfire's neck, the hero's decapitated head face-planted into the ground. "How much you can recover from?!"

And so Grimmjow began hacking away at his body, slicing through his plant body even as it tried to heal itself from the injuries. But he couldn't regenerate fast enough at the rate Grimmjow was attacking. Needless to say, Grimmjow was pleased to know this.

"Now," Grimmjow raised his hand and began gathering energy for a Cero. "I wonder if you can regenerate from being completely obliterated!"

Lilynette thrashed harder than ever, kicking and screaming into Nakeem's hand. This couldn't be the end. It just couldn't be. She had come to see Ben as something like a friend. He couldn't die now! But all hope seemed lost. Even if Swampfire managed to regenerate in time, Lilynette doubted he could survive a point blank Cero, especially since it would ignite the methane in his body.

Grimmjow had that deranged look on his face as he prepared to fire. "Goodbye, Ben Tenny…"

But he was cut short as something struck his side, sending him flying away from Swampfire's remains, smacking into the ground. Angry at the unexpected interference, Grimmjow struggled to sit up. His eyes narrowed and a growl escaped his lips when he saw who had stopped him.

"Well, well," Nnoitra sneered, hoisting his weapon over his shoulder. "I was wondering what could be causing your spiritual pressure to flare up so badly, Grimmjow. And I find you deciding to get acquainted with Tennyson."

Grimmjow clenched his fists. Of all the people to stop him from establishing his dominance…

Nnoitra chuckled. "Let me guess, Grimmjow. You didn't like all those rumors about Tennyson being better than you and the other weaker Espada, so you decided to deal with Tennyson yourself."

"Damn you," Grimmjow muttered under his breath.

Nnoitra just gave a huge grin. "But you see, Tennyson and I haven't finished our fight. So I can't have you defeating him before I can."

"You bastard!" Grimmjow got to his feet.

"Gotta say though," Nnoitra looked Grimmjow's body over with amusement. "Tennyson sure did a number on you. Maybe there's some truth to those rumors after all."

"What?!" Grimmjow bellowed. "I would have won if you hadn't interfered!"

"Oh please," Nnoitra scoffed. "Seems to me you only would've won because Tennyson chose the wrong alien, not because you were _better_."

"What did you say?!" Grimmjow yelled.

Nnoitra looked over at the pile of weeds that started growing together and meshing into a slightly humanoid shape. "A plant alien with regeneration powers, eh? Hmm. I wonder," Nnoitra started lifting his blade up.

Grimmjow was absolutely livid now. "Don't you dare, Nnoitra!"

"Why not?" Nnoitra asked him mockingly. "In this condition, Tennyson's helpless. Might as well finish him off while he's like this."

"Why you...!" Grimmjow raised his blade, ready to attack.

"That will be enough, Grimmjow, Nnoitra,"

Grimmjow, his Fraccion, and Nnoitra froze when they saw Tōsen and Starrk approaching them. Nakeem quickly released Lilynette, who took the time to kick him in the shin before running to join Starrk's side.

Grimmow swore under his breath. "Tōsen."

By then, Swampfire had fully regenerated. The methanosian rubbed his head in annoyance. "Oh, man. Now I know what it feels like to get put through a blender." Then he noticed there were a few more people out here than before. "Tōsen? Starrk? _Nnoitra_?"

Tōsen did not react to Swampfire, focusing entirely on Grimmjow. "Did you think your actions would go unnoticed simply by being outside Las Noches, Grimmjow? You assaulted our guest and risked killing him. How can you possibly justify your actions?"

Swampfire said nothing as he changed back into his human form, though he and Grimmjow locked eyes. "Tch," Grimmjow looked away, a bored and uncaring look on his face. Tōsen grit his teeth at the blatant disrespect. "We were just having a spar and I guess I got carried away." But his tone indicated that he wasn't even trying to lie. And of course nobody believed him for a second.

Tōsen, in particular, was livid. Trying to kill someone while passing it off as a mere spar? He decided to really drive the nail in this time. "Lord Aizen is very upset."

That got a reaction. Grimmjow and his Fraccion all paled at this news. Lilynette shot them a smug smile, while Starrk remained indifferent. Ben crossed his arms, waiting to see what Grimmjow would do next.

Grimmjow became sour when he realized there was no way out of this. "Fine," he growled.

Tōsen nodded. "I'll leave Ben Tennyson in your care, Starrk. I hope you will keep a closer eye on him in the future."

Starrk looked at the ground guiltily. Whether or not it was because Ben had been in harm's way or because he let Aizen down was hard to tell. Tōsen turned around and started heading back towards Las Noches. Seeing they had no other choice, Grimmjow and his Fraccion followed after him. Grimmjow shot Ben a parting look. Much like with Nnoitra, Ben knew this was far from over.

Once Grimmjow and his Fraccion left, Starrk faced Ben.

"Sorry about that," he muttered, scratching his head. "I should've known Grimmjow would pull something like this."

"If I hadn't gotten caught, Ben would never have had to fight Grimmjow," Lilynette admitted.

"I doubt it," Ben said, bringing everyone's attention back to him. "Grimmjow's like Nnoitra, right? Doing whatever it takes to get his way?"

"That's for sure," Starrk said.

"And simply ignoring him wouldn't work," Ben continued, thinking about how vicious the Sixth Espada was. "He would do whatever it took to get me to fight him. Even if you hadn't been there, Lilynette, he probably would've ambushed me or something." He looked over at Nnoitra, who was eyeing him and grinning. Ben still didn't like the guy but hey, he was nothing if not grateful.

"I doubt you were doing it to be nice but thanks," Ben said.

Nnoitra just rolled his eye. "If anyone's taking you down, Tennyson, it's me. Grimmjow will just have to find some other prey." His grin got bigger. "And if he doesn't, I'll gladly remind him."

Ben grimaced as Nnoitra started walking back to Las Noches as well. So far the majority of the people here were simply _charming_.

"Ben," Starrk said to the hero. "For the time being I want you to stay in our chambers. Never go anywhere in Las Noches unless I'm with you."

Under normal circumstances, Ben would have argued that he could look after himself. But his fight with Grimmjow caused him to realize that he better lay low for the time being.

"Alright," he relented.

Starrk nodded. "Now come on. Let's go back."

"Yeah," Lilynette said, in an uncharacteristically quiet and subdued tone. She was still pretty guilt driven over how Ben got in his predicament. Ben saw this and put a hand on Lilynette's shoulder. The little Arrancar flinched at first before looking up at Ben, who gave her a warm smile.

"I'm fine, Lilynette. Like I said, Grimmjow probably would've done something else if he didn't threaten you. So don't blame yourself."

Lilynette sighed. She still blamed herself but she decided to take Ben's advice. "Okay."

Ben smiled before continuing his way back to Las Noches. Starrk lagged behind to speak to Lilynette.

"Never thought you'd get so close to a human," he noted. "Especially one you've just met."

For once, Lilynette didn't lash out at him, something that Starrk noticed, and was grateful for.

"I don't know," she said quietly. "At first I was just curious about him. He was different, he was new. But he's also really nice and actually kinda fun to hang around."

"We Arrancar aren't used to things like kindness and having fun. Maybe that's what draws you to him," Starrk guessed.

Lilynette tilted her head at Starrk's theory before looking back at the ground. "Maybe."

…

Later that day, night, whatever it was, Ben, Starrk, and Lilynette were all in the First Espada's palace. Nobody said anything, just sat around, trying to find some way to pass the time. Although Starrk was lying down on his pillows, he was wide awake and staring at the ceiling, more alert than ever.

Ben was sitting against the wall, replaying the day's events over in his head, which he considered a wake-up call. The Arrancar were a lot more dangerous than he had given them credit for. So Ben decided it was best for him to plan ahead in case this sort of thing happened again. And he had a really strong feeling it would. He was also grateful to Azmuth for upgrading the Ultimatrix, having an equally strong feeling that he'd need to use it to the limit in case any of the other Espada were just as bad as Grimmjow and Nnoitra. He gave Ulquiorra and Baraggan more concern since they were the most powerful alongside Starrk and Harribel.

Speaking of Azmuth's upgrades, Ben blinked as he realized something that hadn't occurred to him due to all the excitement. What were the odds that he would get sent to another universe almost immediately after Azmuth upgraded the Ultimatrix? Did Azmuth know this was going to happen to him? Were the upgrades done solely for when Ben came here? If that was the case, then why didn't Azmuth warn him or at least say something more helpful than a simple "Take care of yourself"?

Ben vowed that he would have a _long_ talk with the Galvan once he got home.

Just then the door to Starrk's chamber opened, drawing the attention of the room's occupants. Though they were all stunned to see none other than Aizen at the door.

"L-lord Aizen," Starrk stuttered, shifting around to stand up only to freeze when Aizen raised his hand.

"No need for that, Starrk," The lord of Las Noches said. "Stay as you are. I simply wish to have a talk with Ben here."

Well this was rather unexpected. Ben thought he would have sent some messenger to get him, not come in person. But then again, having gotten into a fight with two of his warriors in quick succession was a serious enough reason.

"Of course, Lord Aizen," Starrk said. Everyone looked at Ben now, waiting for his reaction.

"Sure," Ben said, after realizing the spotlight was on him now.

Aizen smiled. "Wonderful. Walk with me, Ben."

Ben shoved his hands into his pockets as he followed the ruler of Las Noches out of the room and into the hallway. Ben wasn't sure where they were going but he took this time to start memorizing everything he could. Sure he was annoyed at easily one could get lost in a place like this but it was actually a piece of cake compared to the Perplexahedron. At least Las Noches didn't have death traps.

Or did it?

"Ben, I would like to apologize," Aizen said and Ben was not expecting the truly remorseful tone in his voice. Things got worse when Aizen turned his head to look at him with a guilt-stricken face.

"Uh," was all Ben could say.

"Despite being taken from your home, your loved ones, you offered to help me stop Soul Society, and my Espada have repaid your kindness by trying to harm you," Aizen pinched the bridge of his nose. "I thought it was only Nnoitra that I needed to worry about, which is why I wasn't too concerned. But now I find Grimmjow acting behind my back and attempting to kill you." He looked at Ben almost pleadingly. "I have been a horrible host to you and for that, I am deeply sorry. I would not blame you if you wished to have nothing more to do with us. While I will do everything in my power to keep you safe, if you do not wish to fight the Soul Society, then you don't have to. I'm sure I can find shelter for you in the world of the living until we have dealt with them. Then I will come back for you and help you find a way home."

Ben did his best not to let his frustration show. Aizen was so…different from how he acted when they first met. What brought about this sudden personality change?

Aizen gave a small smile. "No doubt you're curious as to my change in behavior." He chuckled as Ben made a face at his mind yet again being read. "It's perfectly understandable. Quite the contrast to how I was when you first met you." Aizen sighed. "The reason for my demeanor is because it's necessary for me to keep the Arrancar in line."

Ben tilted his head at this answer. "How come?"

"Because while there are Arrancar such as Harribel and Starrk, who leave well enough alone, most only respect power," Aizen explained. "As you could not doubt tell due to how so many of my soldiers have treated you with hostility. I must appear aloof and cold in order for the majority to listen. Even though I helped them become more human-like, their bestial nature does not fully go away."

"Law of the jungle," Ben figured. "Survival of the fittest."

Aizen smiled in admiration. "Very good, Ben. That is exactly the mindset of Hueco Mundo."

Ben sighed as he scratched his head. Not that the clemency made the situation any better. Could he really be able to work with people so anxious to kill him?

"So, Ben," Aizen said. "About my offer? What do you choose?"

Ben looked Aizen square in the eye. He still didn't fully trust Aizen and while it was dangerous to say here, at the same time staying in Las Noches was the only way to keep an eye on whatever was really going on. Besides, if innocent lives did hang in the balance, Ben couldn't just turn his back on them. Regardless of the risks, he was going to stick it out.

"I'll stay," He said finally. "I'm used to people trying to kill me back home. Just another day in the life of Ben Tennyson." Sad how true that statement really was.

Aizen's face was full of relief. "While I would have respected your decision either way, I am grateful you chose to remain here." He put a hand on Ben's shoulder. "I have a feeling that together, there is nothing we can't accomplish."

That didn't really make Ben feel any better.

"Of course," Aizen said, taking his hand off Ben's shoulder. "If you're going to fight Soul Reapers, you deserve to know _how_ they fight. So I will have Tōsen train you."

"What, really?" Ben asked in surprise.

Aizen nodded. "Now Soul Reapers have their own unique abilities, which Tōsen will explain to you during your training, but I have a feeling that once you have a basic understanding, you'll be ready for them."

Ben gave Aizen a half-hearted smile at that. "Hopefully."

"Well, I'll leave you to it, Ben. Get some rest. You'll need it for when Tōsen comes for you. And good luck," With that, Aizen left.

Ben watched him leave before making his way back to Starrk's chambers. So he was going to be taught how to fight Soul Reapers. He had wondered what they could do and now he was going to find out.

…

"So what did Lord Aizen want?" Lilynette asked once Ben returned.

"He wanted to apologize about what happened with Grimmjow," Ben said. "And he offered me the chance to back out if I wanted to."

"What did you say?" Starrk asked.

"I'm sticking around," Ben replied.

Starrk and Lilynette were surprised he'd be willing to say. But Starrk simply shrugged. If Ben wanted to stay, then he wanted to stay, simple as that. On the other hand, Lilynette smiled. She didn't want Ben to leave just yet. He was making Las Noches interesting and she wasn't looking forward to it getting boring again so soon.

The three were startled by a sudden knocking at Starrk's door.

"Now who could that be?" Ben asked aloud as he answered the door. He took a step back when it turned out to be none other than Harribel and her Fraccion. While Harribel looked Ben directly in the eye, her Fraccion seemed more interested in looking off to the side or at their feet.

"Uh, hi, Harribel," Ben greeted, looking back at Starrk and Lilynette, who were just as confused by the Third Espada's presence as he was.

"Hello, Ben Tennyson," Harribel replied before looking over at Starrk and nodding respectfully. Starrk returned the gesture.

"What brings you here, Harribel?" Starrk questioned.

"We heard about what happened," Harribel explained. "I wondered whether or not Grimmjow would try to pull something like this, especially after all the rumors regarding Ben being more powerful than Espada 6 through 10."

Ben frowned as he crossed his arms. "So he tried to kill me just to prove he was better."

"But why did you have such a hard time against him when you were able to fight Nnoitra evenly?" Mila Rose spoke, looking at Ben for the first time since she got here.

"I underestimated Grimmjow," Ben explained to her. "I had a feeling he loved to fight but I didn't expect him to be that vicious." His eyes were full of determination. "It won't happen again."

Everyone could tell that Ben wasn't saying this out of arrogance, of course since he could just use another alien to fight Grimmjow, his confidence was not unfounded.

"But for now," Starrk spoke up. "I'm gonna have to keep a closer eye on him to make sure Grimmjow and Nnoitra don't pull anything else."

"Maybe if you're lucky, they'll decide to fight each other first to see who gets to fight _you_ ," Sung-Sun suggested.

"That'd make things easier," Ben said as he rubbed his head, then he noticed Harribel's gaze on him, making him very slightly uncomfortable. He was just about to ask her if something was wrong only for her to speak first.

"It sounds like you could use some more allies," she crossed her arms. "My Fraccion and I will help you in any way we can."

Everybody present stared at her.

"Lady Harribel?" Apacci asked with surprise and confusion.

"Ben Tennyson has been torn from his home, forced into a world he knows nothing about, participating in a war that has nothing to do with him, and those he is supposed to fight beside are trying to harm him," Harribel explained. "Besides, we are indebted to him. Helping is the least we can do."

Apacci, Mila Rose, and Sung-Sun all shifted uncomfortably. Whether it was because Harribel wanted them to help a human, or because they didn't like being reminded over how Ben saved them, he wasn't sure.

"Well, thanks," Ben said to Harribel, before smiling at her. "I'll try not to be a burden."

"Hmm," Harribel said in reply before turning around to leave. Her Fraccion shot one last look at Ben, almost apologetically, before following their leader.

"Huh," Ben said after a minute of silence following their departure. "What a day."

At least Ben knew he had some friends (sort of) in this place. And he appreciated them wanting to help keep those like Grimmjow and Nnoitra off his back until he could think of a way to deal with them on his own. He also needed to find a way to see if Aizen really was legit about all the things he said.

And who was he to turn down the company of four very attractive, albeit dangerous, ladies?

"OW!" He suddenly cried out when something smacked him upside his head. Ben turned to face the perpetrator; an irritated Lilynette. "Don't let it go to your head," she grumbled before stomping off.

Ben stared at her in confusion as he rubbed his sore noggin. He looked over Starrk for clarification but the first Espada just shrugged uncaringly.

"What a day," Ben said again.

 **Well, everyone. I'm sorry about the delay. Aside from my job and numerous days with lack of sleep, I kept making rewriting chapter, so that hampered my progress.**

 **I also hope this fight scene made up for how short the last one was. The fight with Nnoitra was meant to test the waters. I wanted the fight with Grimmjow to be a wake-up call. I personally feel he's the better over-all fighter between him and Nnoitra, despite being technically weaker. And the manga has shown that he's more than willing to do brutal stuff like tearing off people's limbs, like what he did to Loly. Also, in Ben 10, it's been shown that Swampfire's regeneration is hindered when if he's being attacked too fast to heal from. Grimmjow was a pretty perceptive guy during his fights with Ichigo so it stands to reason he'd be able to at least guess Swampfire's drawbacks.  
**

 **Don't worry though, I'll make sure Ben gets to kick butt with both Four Arms and Swampfire in the future.**

 **For those of you worried that Ben will only have three arms if he ever turned into Four Arms again, don't worry. I don't think the DNA is affected by loss of limbs so the next time Ben turns into Four Arms, he'll have all of his arms back. I am well aware that Ben's condition reflects the condition of his aliens but since Ben never lost any of his limbs in human form, his aliens should be fine.**

 **That reminds me of a little nitpick from the series. When Ben turned into Swampfire when he had a broken arm, said arm was shriveled up and caused him pain. And in the episode where Gwen had created an alternate timeline, Ben had turned into Swampfire after being tortured by Hex yet was still in great pain? Why didn't he heal those times? Does his regeneration only restore and regrow but not actually heal? Or did the writer's not bother taking that into consideration?**

 **I gotta admit, it's tougher to write Aizen than I thought, especially since I'm trying to make him put an effort in deceiving Ben. Since** we **all know what he's really like, I felt it more comfortable to write him that way. But at the same time, I can't see Ben willingly help a guy with Aizen's usual personality unless under very extreme circumstances. So I should have written it that Aizen was trying to be more welcoming and friendly from the get-go. I know Aizen's claim about** acting **to keep the Arrancar in line is a bit contrived but I brought that on myself. Having been rewatching Gargoyles, I took interest in the character David Xanatos, who I believe is a better manipulator than Aizen simply because he knows when to be smug and when to act more humane, so I'm using him as inspiration.**

 **It's taken me awhile but I have started getting back into writing more Ben 10 stories. I may not like what the series has done to itself, but I still love the concept. I already have a few ideas for more crossovers (one being a possible Ben 10/Fate/Stay Night crossover) but I won't act on them until I get further in Bleach: Ultimate Alien. I'm also hoping to write a few fics where Ben gets the Biomnitrix because I always liked fusion and combining powers. Think it comes from watching Dragon Ball Z, Steven Universe, and Transformers so much.  
**

 **I'm also thinking about trying my hand at AU fics where somebody other than Ben gains the Omnitrix. But all that in due time.**

 **Anyway, that's all I have for now. See you all next chapter.**


	7. Training

**Disclaimer: Ben 10 and Bleach do not belong to me**

 **Hey, guys. Happy New Year! And to celebrate, here's the next chapter of my Bleach: Ultimate Alien Remake. This is one of my longest chapters in a while. I was actually surprised to have been hit by inspiration when I did so I'm feeling a little proud of myself.**

 **I want to give thanks to Pyromania101 and Vandenbz for proofreading my story. As usual guys, I appreciate all the help you've given me.**

 **And now, onto the chapter! Enjoy!**

 **Training**

Ben had a big grin on his face as he and Lilynette faced a sleeping Starrk. He looked over at Lilynette as he activated the Ultimatrix. "Ready?" he asked her.

Lilynette nodded eagerly, an equally big grin on her face.

Ben slammed the dial down. Once the green light faded, Lilynette was facing a red, mollusk-like alien with four-fingered claws, green eyes, and black spots on his shoulders and legs. Spikes jutted out from behind his legs, on top of his arms and feet, and along his grey lower torso.

"Watch this," the alien told Lilynette in a deep voice. He raised an arm at the sleeping Starrk, revealing a porthole in his hand. The porthole opened and a blast of water shot out; spraying the First Espada right in the face.

His reaction was instantaneous; thrashing around wildly before sitting straight up, drenched, and gasping for breath between coughs.

Lilynette was in stitches, clutching her sides as she pointed at the Primera Espada. "You should see yourself!"

The alien couldn't help chuckling too. "You gotta admit, that was pretty funny."

Starrk shot the alien an irritated look. "Oh great. I was hoping you'd be keeping Lilynette too busy to torment me but now you're helping her." He ran a hand through his soaked hair. "So, what's this guy called?"

"Water Hazard," Ben's new form introduced himself.

"Obviously," Starrk muttered, but all this did was amuse Lilynette even more.

"That was awesome!" Lilynette grinned at Water Hazard. "Got any other aliens we can have fun with?"

Water Hazard put his hands on his hands and said cockily, "Oh, I have plenty. Especially a few who know how to be loud."

Starrk's eyes widened as he realized what he was probably in for. "Oh no."

Lilynette smirked at him now. "Oh, yes. This is gonna be great!"

Starrk groaned as he flopped down on his pillows. He was probably not going to be getting any sleep anytime soon. "This is gonna be a headache," he mumbled as he closed his eyes to enjoy his rest while it lasted.

But their amusement was cut short when someone entered Starrk's chambers. Water Hazard and Lilynette turned around while Starrk cracked an eye open.

"Hello, Ben Tennyson," Tōsen said casually.

"Oh, Tōsen," Water Hazard said before changing back to normal. "Let me guess, since you're here…"

Tōsen nodded. "It is time to begin your training on fighting Soul Reapers."

"Huh," Ben said, uncertain of what else to say. He fidgeted around for a little bit. "Okay. So, uh…where do we start?"

"Follow me," Tōsen said. "I believe the courtyard would make an ideal place for training."

Ben shrugged. "Works for me." He quickly followed after Tōsen.

"Wait for me!" Lilynette called, wanting to see how this played out. She was almost out the door when she suddenly stopped and turned around. "Hey, Starrk! You coming?"

Starrk closed his eye and rolled over that his was back was facing. "Nah, I'm good. You go on ahead."

Lilynette scowled in annoyance at Starrk's lack of enthusiasm. She would have done something to him but didn't as she realized that Ben and Tōsen were getting further away. So she made a mental note to get back at him later while following the human and the Soul Reaper.

…

"Okay," Ben said once they were outside. "Now that we're here, what do we cover first?"

Lilynette sat off to the side, waiting to see what would happen.

"First, it would best for you to learn more about a Soul Reaper's weapon." Tōsen pulled out his own blade and held it horizontally. "A Soul Reaper's zanpakutō is much different from an Arrancar's."

"How so?" Ben wondered aloud, eyeing the sword.

"While the zanpakutō of an Arrancar is the embodiment of their Hollow powers, a Soul Reaper's zanpakutō is a reflection of their soul and power."

Ben crossed his arms as he took in this information. On paper though, they didn't sound that different.

"Also," Tōsen continued. "The zanpakuto of Soul Reapers are sentient, with personalities of their own. For a Soul Reaper to reach their full potential, they must be in perfect harmony with their blade."

Okay, maybe they did have notable differences after all.

"A zanpakuto has three forms: A sealed form, a Shikai, and a Bankai," Tōsen explained. "But we'll cover those later. First, you should familiarize yourself with the four basic fighting styles of Soul Reapers. The first one, Zanjutsu, is the art of swordsmanship. The second, Hakuda, consists of hand-to-hand combat. Hoho, the third style, is centered around deploying high-speed movement in battle. Kidō, on the other hand, is much more complex. Since you seem familiar with conventional forms of combat, we shall discuss Kido first."

"Okay," Ben said, committing the names of all the fighting styles to memory.

"Kidō is the art of combat based on spells which are fueled by one's spiritual energy," Tōsen explained, causing Ben's eyes to widen at this. "The more powerful a Soul Reaper is, the more powerful the spell will be."

So spirit energy could be used for spells? So it had similarities with mana after all.

"Most spells are graded on a scale from one to ninety-nine," Tōsen went on.

"Let me guess, the higher the number, the more powerful the spell?" Ben guessed.

"Correct," Tōsen said and there was a hint of pride in his voice. "To use Kidō, a Soul Reaper must say a specific incantation. However, the incantations are often long and require a few seconds to recite. To compensate, a Soul Reaper may simply say the name of the spell without the incantation, but it is not as powerful."

This really got Ben's attention. So he had to be careful in case he heard any Soul Reapers begin chanting anything.

"There are three types of Kidō," Tōsen said. "Bakudō: binding, barrier, and sealing spells; Hadō: offensive spells; and Kaidō: healing spells."

"Cool," Ben said.

"Of course, since you are merely learning how to defend yourself against such abilities and not how to use them," Tōsen shifted into a fighting stance, holding his sword out in front of them, "It would be best to demonstrate these abilities in a spar."

Ben took a deep breath as he activated the Ultimatrix. His first battle with a Soul Reaper: time to see what they could do compared to Arrancar.

Lilynette leaned forward as Ben was covered in light. She had gotten used so used to it that her eyes adjusted quickly. "So what's this guy called?" she asked when the light faded.

"XLR8," the hero told her.

"XLR8?" Lilynette asked, tilting her head. "What kind of name is that?"

"It makes sense if you say it really fast," XLR8 explained.

"These aliens of yours are truly interesting," Tōsen said. "A pity I cannot see what they look like."

"Why can't you?" a confused XLR8 asked.

"He's blind, genius," Lilynette retorted.

XLR8 flinched. "What? Really?" He had never noticed anything that even implied Tōsen was blind, not even his visor. He just thought Tōsen had peculiar taste in eye-wear.

Tōsen chuckled at the alien's shock, lowering his blade. "It's alright, Tennyson. Your reaction is understandable, though my blindness has yet to be a hindrance to me. Hopefully this will not mean you will hold back."

"Nah," XLR8 grinned. "You don't need to see to kick butt." And he would know, considering all the times he did so as Wildmutt.

"Good," Tōsen replied, raising his sword again. "Come at me, Tennyson."

"You got it!" XLR8 said as his visor covered his head.

Lilynette's eyes widened as XLR8 became a blur shooting straight at Tōsen. Starrk had told her that Ben had turned into a fast alien but she hadn't expected him to be this quick. Then it clicked as to why XLR8 had his name. XLR8, accelerate. Lilynette smacked her head.

However, Tōsen raised the blade and blocked XLR8's foot from striking him. "Interesting," Tōsen noted. "Since I didn't sense any spiritual pressure when you came at me, I assume that this incredible speed is a natural ability?"

XLR8's visor opened. "Yep," the kineceleran grinned. "But you ain't seen nothing yet!" He backtracked and was about to attack Tōsen from the side, only for Tōsen to disappear. XLR8 was stunned by this. But he recovered in time to duck as Tōsen swung his blade at where he had just been standing.

"Impressive indeed," Tōsen noted. "So not only do you have incredible natural speed, you also have excellent reaction time."

"You almost got me with that one," XLR8 said. "I should have known that Soul Reapers had a speed move like Sonido."

"Ours is called Shunpo, or Flash Step," Tōsen said before disappearing again.

XLR8 dodged out of the way as Tōsen came at him from the side again. He spun around to whip the Soul Reaper with his tail, only for Tōsen to move backwards and go in for another strike. XLR8 blocked it with his claw before kicking his leg out, but Tōsen tilted his head back, allowing XLR8's foot to pass by him harmlessly. He struck out with a fist but XLR8 flipped over him, landing safely on the ground.

"Whoa," Lilynette stared at the spar before her. Problem was both participants were moving so fast that it was hard for her to keep up. But at the moment, it looked little more than XLR8 and Tōsen just dodging while trying to hit each other.

"I can tell from your moves that are quite the experienced fighter," Tōsen noted as XLR8 dodged another slash. "Although it seems you prefer a freestyle form of combat instead of a fixed one."

"I like being flexible," XLR8 explained. "Now try this!"

Tōsen was caught off guard as XLR8 began running around him in a circle. Lilynette's visible eye became wide as the hero began running so fast he formed a tornado. And thanks to this place being a desert, he was kicking up a sand tornado! Lilynette had never seen any Arrancar do something like that with Sonido.

Tosen, unable to predict such a technique, found himself blasted into the air by the sheer force of the wind. XLR8 stopped running, a big grin on his face as his visor opened again.

"How was that?" he asked Tōsen, who managed to set himself right-side up before he landed.

"You continue to impress me, Tennyson," Tōsen said with genuine praise. "I honestly wasn't expecting such a technique. But now it is time for me to take things a little more seriously."

Tōsen raised his hand at XLR8, who wondered what the Soul Reaper was doing.

"Bakudo #4: Hainawa!" Tōsen called out as a crackling rope of yellow energy shot out from his hand. The kineceleran was so stunned by this spectacle that he wasn't able to move out of the way in time as the rope wrapped around him.

"Hey!" XLR8 cried, struggling to escape.

"This is Kidō," Tōsen explained. "More specifically, this is one of the weaker Bakudō spells."

"I see," XLR8 grumbled as he tried to break free. Weaker or not, this thing was a pain.

"Be warned," Tōsen told him. "For Soul Reapers won't always stick with just one Kidō spell in battle." He pointed a finger at XLR8 now. "Hadō #1: Shō"

XRL8 found himself blasted backwards, slamming onto the ground. Yeesh, those Kido spells were not only a pain to break out of, they packed a pretty good punch. And according to Tōsen, that was the weakest spell too. XLR8 wasn't too keen on getting hit by the stronger ones.

"Like you, Soul Reapers are taught to be quite versatile," Tōsen said.

XLR8 struggled with the rope as he reached the symbol for the Ultimatrix. If he could just touch it, he'd transform into another alien and really turn things around.

"You're trying to escape?" Tōsen guessed. "Hmm. Considering that you seem to have an alien for just about any situation, I wonder…"

XRL8's hands managed to touch the Ultimatrix symbol in a flash of light just as Tōsen spoke. In XRL8's place was a crystal-like being. Unlike Diamondhead, this one was a bit scrawnier and purple with several dark lines and spots. His hands and face were magenta, and he sported six magenta shards on his back, two on his chest, and one on the top of his head that resembled a horn. His face was a mouth and one large green eye at the center.

Lilynette blinked at this. "Another crystal guy? What can he do?" She had to admit, this new alien looked kind of underwhelming compared to Diamondhead.

"So you have transformed again, Tennyson?" Tōsen inquired. "Will this new alien help you?"

The cyclopean alien grinned. "You bet."

Lilynette gasped as the rope of energy disappeared into the alien's body. Chromastone grinned at his success.

"Interesting," Tōsen said, appearing beside the crystal alien. "So this one has the power to absorb energy."

"Yep," The new alien grinned. "Chromastone's a natural conductor."

"It would seem that you have an alien for just about any situation," Tōsen couldn't help but say. "Good, this Chromastone can be very useful against Kidō based obstacles."

Chromastone just chuckled, rubbing the back of his head.

"Geez," Lilynette muttered, putting a hand on her head. "What can't he turn into?"

"So that covers the basic fighting styles of Soul Reapers," Tōsen said. "Before we can go further in your training, you need to learn about Shikai and Bankai." He raised his blade. "Now the first form, the sealed state, is no different than a regular blade. The second form, Shikai, is when a Soul Reaper says the name of their weapon following a release incantation. Allow me to demonstrate." He leaped high into the air. "Suzumushi Nishiki: Benihikō."

Tōsen's sword began vibrating, and as Tōsen waved his sword around him in a semi-circle, Chromastone gaped as the blade began leaving a trail of other blades as it went. How was this possible? After Tōsen made a trail of blades, he slashed the air and sent them flying straight at Chromastone. Thinking quickly, Chromastone fired a blast of energy at the blades, knocking them out of the sky and into the ground below. The fact they were able to do so at all stunned the crystalsapien. Those blades weren't just afterimages? They were solid?! But…solid copies made by moving really fast? How did that work?

"What's the big idea?!" Lilynette shouted at Tōsen. "You're supposed to train him, not skewer him!"

"The enemies he will be facing will hold nothing back," Tōsen explained. "I cannot afford to always go easy on him either. Besides, I had a feeling Tennyson could handle it."

"Glad you have such faith in me," Chromastone muttered. "So I guess now you're going to teach me about this Bankai."

Tōsen shook his head. "Not until we get further in your training. Bankai is the most powerful ability a Soul Reaper has at their disposal, but the ones you are fighting are strong enough not to resort to it unless absolutely necessary."

Chromastone cringed, wondering what Tōsen's Bankai was like compared to his already dangerous Shikai.

Then, Tōsen, Chromastone, and Lilynette all heard someone walking across the sand. They turned to see Aizen and Gin walking towards them.

"I hope you don't mind if we watch, Tōsen," Aizen with a friendly smile. "I couldn't resist seeing our guest in action with my own eyes."

"Looks like you guys are already underway," Gin said, looking at Chromastone with those narrow eyes of his. "This one looks interesting. I didn't know you had other rock aliens apart from Diamondhead."

"He calls this one Chromastone," Tōsen said. "And it seems to specialize in absorbing energy and releasing Cero-like energy blasts. Earlier he became a creature he called XLR8, which seems to specialize in amazing natural speed. He was even able to keep up with me during our spar."

"Whoa," Gin chuckled. "Crystal golems, fire-shooting plants, four-armed brawlers, and speedy raptors; what can't this guy turn into?"

"Uh, Lilynette already said that," Chromastone said. Lilynette couldn't resist smiling smugly.

"Hey, give me a break," Gin said, holding his hands out. "I wasn't there so how was I supposed to know?"

"Well, Gin," Aizen said. "I doubt you two have gotten far in training but how does Ben shape up so far?"

"Tennyson is an experienced fighter, though he lacks a refined style," Tōsen said, "But that hardly means much in the long run."

"Oh?" Gin said, leaning forward and causing Chromastone to take a step back. "Well considering how long he's lasted so far, I'm not surprised. This one's definitely got some skills."

Chromastone chuckled sheepishly, uncertain if Gin was actually praising him or just kidding around.

"Ben should be experienced," Lilynette spoke up. "He did say he got that Ultimatrix thing when he was just ten years old…"

This bit of news took all three Soul Reapers by surprise.

"Ten years old? A mere child?" Tōsen asked in amazement.

"Now how does a ten-year-old kid get their hands on something like your Ultimatrix?" Gin asked; an inquiring and playful tone in his voice.

"Err," Chromastone said. "Actually, I first got the _Omnitrix_ when I was ten and then the Ultimatrix later…"

"Omnitrix?" Aizen repeated. "So there's another device that allows one to turn into all these aliens."

"Not anymore," Chromastone muttered, remembering how he had to make the original Omnitrix self-destruct to keep it away from his archenemy Vilgax.

"You know something," Gin said. "I just realized we hardly know anything about our new friend Ben here. We should have taken the time to get to know him before roping him into our little problems."

Chromastone stared, wondering what brought this up all of a sudden. "Uh…"

"I believe you're right, Gin. How rude of us," Aizen said to the silver-haired man before bowing to Chromastone. "Please forgive our thoughtlessness, Ben."

If this were an anime, Chromastone had a feeling that a sweat drop would be running down his head right now. "Uh, it's okay. I mean I did kinda drop in on you. Literally."

"Perhaps but getting to know each other better would be beneficial for us to work together easier," Aizen said.

Well Chromastone had to admit that Aizen made a fair point as he changed back to normal. He still didn't really know anything about his allies. And understanding them would indeed make it easier to work with them.

For the most part anyway, as his mind drifted to Nnoitra and Grimmjow.

"But what about training?" Ben pointed out.

"Don't worry," Gin answered him. "We can always do it after your training."

"And by getting to know you better, perhaps we can find better suited training methods for you," Aizen replied.

Well, Ben couldn't really argue with that logic. "I guess so."

Aizen smiled. "Wonderful. I hope you can tell us all about when you first acquired this Omnitrix."

Ben fought against biting his lip. He still wasn't ready to share that sort of information yet, especially if anything he said could be used against him.

"Lord Aizen," Gin said playfully. "Don't you think it'll be a bit unfair having Ben tell us more about himself while we're not sharing anything ourselves?"

Aizen sighed, putting a hand against his forehead. "You're absolutely right, Gin. Ben deserves to know more about us as just as we do about him."

"How about we all take turns saying something about ourselves?" Gin suggested. "Quid pro quo and all that."

"An excellent idea," Aizen beamed.

"Strengthening bonds between comrades increases our chances of victory," Tōsen said as a way of agreeing.

Aizen smiled at Ben. "How does that sound?"

"Err…works for me," Ben mumbled, amazed at how quickly this went from training to talking.

Lilynette, who couldn't think of anything to add, simply watched the scene play out in curiosity.

"But first, let's see how you fare against Tōsen now that he can go a little less easy on you." Aizen and Gin stepped back to observe Ben and Tōsen. Lilynette figured it was a good idea for her to do the same thing so she followed Aizen.

Once Aizen felt they had put enough space between them, he called out. "Begin whenever you're ready."

Ben was already forming a plan in his head as he activated the Ultimatrix. The Arrancar and Soul Reapers couldn't be taken down with just one or two aliens like most of his foes could. There was always the Ultimate Aliens but Ben didn't want to use them unless it was absolutely necessary, preferably against the Espadas' Resurrección and the Soul Reapers' Bankai.

So that left him with one other option…

The familiar green light flashed and in Ben's place stood XLR8 yet again. Lilynette was kinda disappointed, hoping to see another new alien in action.

"Ready?" XLR8 asked Tōsen.

"Hmm, XLR8 again," the Soul Reaper commented as he took a fighting stance. "I wonder if you have some tricks up your sleeve."

XLR8 just grinned before the visor closed down on his face. He kicked off the ground and sped right towards Tōsen, who instinctively blocked. However, XLR8 didn't attack Tōsen head on, he maneuvered behind him. While Tōsen was still recovering from the shock of XLR8 getting behind him, the kineceleran did something unexpected and touched the Ultimatrix dial. In a flash of green light, he became Chromastone. Tōsen's sword struck Chromastone's body but it did not appear to do any visible damage. Tōsen had not expected Ben to change forms again, leaving him wide open for a punch from the Crystalsapien.

Tōsen quickly readjusted himself and used Shunpo to appear beside Chromastone. But as he swung his blade, the hero touched the Ultimatrix symbol again, turning into Swampfire just as Tōsen's zanpakutō came in contact with his body. Tōsen was once again caught off guard by the change as the grinning Methanosian raised his hand and unleashed some gas in his face. Tōsen broke into a coughing fit, staggering backwards from the odious stench. Swampfire took the initiative and threw some seeds at the Soul Reaper's feet. They grew into large vines and wrapped themselves around Tōsen just as they did to Grimmjow, completely restraining him.

"Not as fancy as your Kidō but it gets the job done," Swampfire said.

Gin clapped. "Bravo, Ben! Bravo! Those were some fancy moves you just pulled."

"Indeed," Aizen said and he sounded genuinely impressed. "So you can change multiple times?"

"Usually," Swampfire replied, once again mentally thanking Azmuth for the upgrades. The Ultimatrix would've been drained by now without them.

"Hmm," Aizen scratched his chin at this. "So I'm guessing you cannot stay in alien form indefinitely."

Not without the Master Control or form lock. Not that Aizen needed to know that.

"Hmm," Aizen muttered. "What do you do until you are able to transform again?"

Swampfire rubbed an arm. "Err, usually just try to stay alive."

"Hmm," Aizen said again as he took this in. "That's very risky, Ben. If our enemies were to discover this, they would not hesitate to strike you down before you can use your Ultimatrix again. Perhaps I can have Szayel create something that can at least help you stay alive long enough for your Ultimatrix to recharge."

Swampfire had mixed feelings about this. Szayel gave him the creeps but Aizen had a decent point.

"All the same, you continue to impress me, Ben," Aizen said warmly before looking at the still restrained Tōsen. "Though I think it would be best for you to release Tōsen."

Swampfire's eyes widened, having forgotten all about him. "Whoops." He quickly made the vines release the Soul Reaper. "Sorry about that, Tōsen." He turned back to normal in a flash of light.

"Quite alright," Tōsen said, picking himself up and brushing the sand off of him. "I too am impressed with your resourcefulness and skill. Of course this means I can afford to hold back less during our training."

Ben blanched at Tōsen's words. "Can't wait," he said dryly.

Gin chuckled at this. "Oh this kid's a riot. I am so glad he came here."

Aizen nodded. "He's certainly livening things up."

"So…what now?" Ben asked.

"If you don't mind, Lord Aizen," Gin said, looking up at his leader. "I would like to train with him too."

This took Tōsen, Ben, and Lilynette by surprise, though Aizen looked more amused by the prospect.

"This is rather unexpected," Aizen said, despite the smile on his face. "Why the sudden interest, Gin?"

"Because Ben here's an interesting guy," Gin answered casually. "Besides, wouldn't it be better to have him get used to fighting different Soul Reapers? If he only trains with Tōsen, he might get careless."

"That sounds reasonable," Aizen said as he cupped his chin before looking over at Tōsen. "Is this alright, Tōsen?"

"I have no objections," Tōsen replied. "If you believe it is beneficial to Tennyson's training then I support it."

"Thanks, Tōsen," Gin said to the blind Soul Reaper before smiling over at Ben. "Now I might be a little rusty so don't be too hard on me, Ben."

Ben raised an eyebrow, unable to read this guy at all. What was he up to? And why couldn't he have said he wanted to fight while Ben was still an alien? Nevertheless, the hero readied himself as he and Gin took fighting positions.

"Alright, Ben," the smiling Soul Reaper said to him. "Ready?"

Ben grinned back as he activated the Ultimatrix, scrolled to the alien he wanted, and slammed the dial down. In a flash he became Water Hazard.

"Oh, a new guy," Gin chuckled. "Nice. And what's his name?"

"Water Hazard," Lilynette spoke up, smiling as she remembered what he did to Starrk earlier.

"Water Hazard, huh?" Gin said. "Well, since you have a fire and plant guy, it makes sense you'd have a water one. Hmm. I wonder what good he'll be."

Water Hazard chuckled. "Why don't you find out?"

"Sure, sure," Gin said, pulling what appeared to be a dagger out of his sleeve.

Water Hazard stared at it. "That's your zanpakutō?"

"It is," Gin answered.

Water Hazard eyed the dagger warily, wondering what kind of nasty tricks it could do compared to Tōsen's zanpakutō. Gin just smiled at him.

"Ready whenever you are," he told Ben in a playful tone.

"Alright," Water Hazard said, shifting his feet. "Let's go!" He charged.

Gin just chuckled before shifting his body so that his back was facing Water Hazard, looking at his approaching opponent from over his shoulder. "Shoot to kill, Shinsō."

At first Water Hazard wasn't sure what happened. One minute he was charging at Gin, the next something struck him…hard. Then he found himself flying through the air before falling onto the ground. The Orishan groaned as he sat up, rubbing the part of his body that got hit. He looked over at Gin, who was just smiling and holding his blade out, as if nothing happened. What did he do?

"Confused, Ben?" Gin asked him playfully. "Though I gotta say, that alien's pretty sturdy if Shinso was only able to knock him back."

"Heh." The hero brushed himself off as he got back up.

"Hey!" Lilynette yelled at Gin. "You were trying to actually stab him?! You jerk!"

"Why are you worried?" Gin asked, keeping that playful tone. "I made sure not to aim for a vital spot. Besides, if he does get hurt, he could just turn into that Swampfire guy and heal himself, right?"

"Great" Water Hazard grumbled. He needed to figure out what Gin did and it looked like the only way to do that was to charge again. Timing was everything. With that in mind, he charged again.

"Coming at me directly again?" Gin asked in amusement. "Oh well." He shifted into that same stance again.

'Now!' Water Hazard thought as he leaped high into the air. Once he did he looked down and saw exactly what Gin had done. The blade of his zanpakutō had extended, causing it to look like a long spear. And by covering it with his sleeve, they'd never see it coming. Confident that he had figured out Gin's power, he raised his fists as he started falling straight towards Gin. The Soul Reaper looked up but his composure stayed the same.

And Water Hazard saw why as Gin's blade receded back to its dagger-like form. Gin was about to stab at him again! Water Hazard raised his hands and fired jets of water down at his opponent. However, Gin used Shunpo to escape the water. Water Hazard landed in the muddy patch where Gin had just been standing.

"Not bad, Ben," Gin said, appearing just a few feet away from him. "Though I hope this Water Hazard guy can do more than just spray people."

"Oh, I'm just getting started with him," Water Hazard told him as he raised his arms again. "Also…who said Water Hazard can only spray?"

Gin tilted his head in confusion until Water Hazard fired at him. Gin dodged out of the way but noticed that the water came out like bullets.

"So, Water Hazard doesn't just shoot water, he can control how he shoots it too," Gin noted as he barely dodged another "water bullet".

"Now try this!" Water Hazard said as he swung his arm in an arc, only for Gin to duck out of the way as water from the Orishan's hand lashed out like a whip at him. Deciding to stop playing around, Gin used Shunpo to appear right beside Water Hazard, who barely had time to turn his head as Gin swung his sword at him. At first Water Hazard thought he was going in for a regular slash, only for Shinso to extend at the last minute. Before the blade struck him, Water Hazard managed to raise his hand at Gin, whose smile fell as he was blasted away from the Orishan. However, his blade had extended long enough to still strike Water Hazard despite the distance, causing both of them to hit the ground.

…

"Interesting," Aizen said as he observed Water Hazard shakily get back up, looking dazed but otherwise fine. "It appears that this alien's exoskeleton seems to be a lot like Hierro. I wonder how much force would be required to even slightly damage it."

"A wise tactic on Ben's part," Tōsen commented.

Aizen soon became aware that they were not the only ones who had come to watch Ben's training session but he said nothing of it. Lilynette, however, turned around and gasped when she saw who it was.

"You're…" She was about to continue when Aizen cut her off.

"Ben's getting back up," he told her. That got Lilynette's attention and she continued to watch the fight.

…

"I'm really starting to hate that sword," Water Hazard grumbled as he picked himself up again. He glared angrily at Gin, who had also gotten to his feet and still had that infuriating smile on his face. And to make matters worse, he tilted his head, almost as if taunting Ben to see what he could do.

"Not bad, Ben," Gin said. "You got me pretty good there. Hope you can keep that up."

"If that's the case, I guess it's time to change things up," Water Hazard said as he touched the Ultimatrix dial on his chest. After a flash of green light he reappeared as a large bipedal turtle with stubby legs, flippers for arms, and eight holes in his chest.

The rather unusual appearance of this alien made Gin pause. "So…who's this guy?"

"I call him Terraspin," the turtle-like alien said. Then Terrapin tucked his head into his shell as his flippers became flat and triangular, his legs coming together and forming a similar shape. Before Gin could comment on this, the limbs began spinning like rotary blades as a powerful wind began blasting out of the holes in Terraspin's chest. Not only was the wind powerful, but it was blowing up a lot of sand, effectively creating a sandstorm.

"Tch," Gin raised a hand to try and shield himself from the wind and the sand, while trying to prevent himself from being sent flying. "Okay, why does a turtle alien have wind powers?"

But he had little time to ponder as Terraspin shot through the sandstorm, using the wind from his chest to hover over the ground and his fins like propellers. Gin wasn't able to defend himself in time as Terraspin's shell slammed into him, causing him to be the one who got sent flying now.

"Oh boy," Gin said as he soared through the air. "That guy's pretty tough after all."

With a bit of maneuvering, he landed back on his feet and readied his blade, wondering what move Ben would pull now.

As the sand started settling, Gin was surprised to see that Ben was nowhere in sight. Where did he go? Then Gin's eyes landed on a gaping hole not too far from him. His froze when he realized exactly what that meant. But before he could act, he felt something latch onto his legs and pull him into the ground, burying him up to his neck. Armodrillo then burst out of the ground.

"Don't go anywhere," Armodrillo joked.

Despite his position, Gin couldn't help chuckling at the large alien. "Not bad, Ben. You got me good. Should've known you'd use that digging guy in a place like this. What do ya call him?"

"Armodrillo," The hero replied.

Gin grinned. "Nice pun. You must have fun coming up with all these different names for your aliens."

"A little," Armodrillo admitted. Oh who was he kidding? Coming up with names for his aliens had always been half the fun.

"I think that's enough for now," Aizen said, looking rather amused by the whole thing.

"Aww, but Lord Aizen~," Gin playfully whined. "We were just getting started."

"Perhaps," Aizen said. "But I don't want you two getting carried away on Ben's first day of training. We'll wear the poor boy out."

"Hey!" Armodrillo spoke up indignantly. "I can still go a few rounds."

"Of that I have no doubt," Aizen said. "But it would seem we have some guests and this presents us with an excellent opportunity."

"Huh?" Armodrillo then noticed that several of the Espada had gathered nearby, no doubt watching the spar between him and Gin. He saw Yammy, Aaroniero, Szayel, Nnoitra, Grimmjow, Ulquiorra and Harribel while Zommari, Baraggan, and (unsurprisingly) Starrk were absent.

"It seems they could not resist seeing you in action," Aizen said to the hero before looking back at his Espada with a smile. "Well, what do you think of our guest now that you've seen what he can do?"

"He's got some moves," Yammy said, looking at Ben with a big grin on his face. "I can see why Nnoitra and Grimmjow are so eager to fight this guy. Maybe I should fight him sometime."

Armodrillo mumbled under his breath. It was bad enough that Nnoitra and Grimmjow wanted to fight him; he didn't need more of the Espada after him.

" **His abilities are impressive** ," Aaroniero said. " _So many different powers at his disposal_."

Szayel was looking at the Talpaedan with a wide smile and half-closed eyes. The look made Armodrillo shiver.

"I already saw Tennyson as a fascinating person and my opinion only strengthens with every alien I see him turn into. Would you mind if I studied you some time, Tennyson? I would love to learn more about your aliens."

Armodrillo had a nasty feeling that he didn't want to know what Szayel meant by studying.

Nnoitra and Grimmjow said nothing, just shooting Ben nasty sneers that clearly meant they were determined to finish what they started with him. Oh joy.

"I see," Aizen said. "And what is your opinion of him…Ulquiorra?" At his words, everyone looked at the Fourth Espada. This caught Armodrillo's interest. Why was Aizen so interested in knowing Ulquiorra's opinion?

Ulquiorra stared at the Talpaedan with empty eyes, which was starting to unsettle the hero the more he looked at him. Ulquiorra stared at him for a few more seconds before looking back at Aizen.

"He is interesting," Ulquiorra surmised. "While the powers of his aliens are noteworthy, his true strength lies in the fact that he has so many of them, combined with decent tactical abilities. It shows that he does not simply use the powers of his aliens recklessly and has skill in his own right."

Well that explained it. Ulquiorra must be the most analytical of the Espada, who were all looking at him in surprise, which meant he must not speak highly of people often.

"I agree with Ulquiorra," Harribel said and she left it at that.

Nnoitra shot her a look. "How do we know you're not just saying that because he rescued your Fraccion?"

Harribel narrowed her eyes at him, obviously not forgiving him for harming Apacci, Mila Rose, and Sung-Sun.

"That's enough," Aizen told them. The two Espada looked away from each other as Aizen turned his attention back to Ben. "I too can see Ulquiorra's point. Those transformations, combined with Ben's own resourcefulness, make him quite a force to be reckoned with."

"And the fact that you choose to use your powers for justice speaks volumes of your character," Tōsen added.

Aizen then looked at the still buried Gin. "And how do you think of him, Gin?"

"Well considering my predicament," Gin said, "I'd say he meets my expectations." He looked at Armodrillo. "Say, Ben buddy. Could you get me out of here?"

Armodrillo stuck one big hand into the ground, and hoisted Gin out by the back of his coat.

"Phew," Gin said as he brushed the sand off. "Thanks."

"No problem," Armodrillo said as he changed back to Ben.

"That will teach you to go easy on him, Gin," Tōsen lightly chided his fellow Soul Reaper.

"What are you talking about?" Gin asked innocently. "I said I was a bit rusty after all."

"Hmm," Tōsen said, not looking convinced in the least.

"It is actually good that you are all here," Aizen said to his Espada, changing the subject. "I would like for all the Arrancar in Las Noches to meet in the throne room. There is something we need to discuss."

The Espada looked at their leader curiously. What could Aizen want to talk to them about? Aizen simply smiled at the curiosity and confusion.

"All will be made clear," he told them cryptically.

Seeing that was all their leader was going to tell them, the Espada dispersed. As they left, Aizen turned towards Ben again.

"I will make sure Zommari and Baraggan are notified about the meeting, would it be alright if you two went and fetched Starrk?"

"Of course, Lord Aizen!" Lilynette said. She grabbed Ben's arm and started pulling him. "Come on, Ben! Let's go!"

"Alright, alright!" Ben said as he stumbled along. "I'm coming."

…

Soon they made it back to their chambers, with Starrk still sound asleep. Ben sighed, shaking his head in amazement at the Espada.

"Want to wake him up again?" he asked Lilynette. She grinned at him in turn.

"I got this," she told him before running up at Starrk. "Starrrrrk! Wake uuuuuuup!" She leaped into the air and slammed feet first into Starrk's side.

"Gaaaah!" Starrk cried out, immediately sitting up and launched Lilynette off of him. The smaller Arrancar landed on her feet and grinned as Starrk rubbed his side. Starrk scowled when he saw who had attacked.

"Well, that rest was nice while it lasted," he mumbled.

"Up and at 'em, Starrk," Lilynette said. "Lord Aizen wants us to gather in the throne room right now."

Starrk raised an eyebrow. "The throne room, huh? So I guess this is something he doesn't want to just talk to the Espada about."

"It's about Ben," Lilynette told him.

"Ben?" Starrk looked over at said human. "What's up?"

"Err," Ben scratched his head. "In short, Aizen wants us to get to know each other."

Starrk blinked. "Get to know each other?"

"Lord Aizen thinks we can work together better if we know more about each other," Lilynette explained to Starrk.

"Sounds more like an excuse to know more about my Ultimatrix," Ben couldn't help saying.

"And your Omnitrix," Lilynette added.

"Omnitrix?" Starrk asked. "Now what's that?"

"You'll find out more when we get to the throne room, now come on!" Lilynette snapped at him.

Starrk sighed. "Alright." He stood up. "Let's get going."

Ben found himself sighing as well. This day was jumping from one thing to another a little too quickly for his taste.

…

Ben, Starrk, and Lilynette made their way to Aizen's throne room. Aizen was already sitting on his throne. The other Espada, their Fraccione, Cirucci, and a bunch of Arrancar Ben didn't recognize started flooding into the chamber, sitting or standing among the various platforms.

"Welcome, everyone," Aizen said once he was certain all were settled in. "It has come to my obvious attention that some of you have not been very welcoming to our guest, Ben Tennyson."

Grimmjow scowled while his Fraccion looked uneasy. Nnoitra, who was standing next to a blonde-haired Arrancar sporting an eye-patch, looked off to the side. Nearby, Harribel's Fraccion shared glances with each other.

"I suppose I am to blame for this," Aizen said, drawing surprised shocks from all the Arrancar. "I did not encourage you to be welcoming to our guest. In light of recent events, that is about to change." Aizen looked down at Ben now. "And so, Ben, as we discussed earlier; let us know more about yourself, and we shall do the same."

Ben looked around, realizing that every eye was on him now. Some looked at him with curiosity, having heard of his exploits through the grapevine. Others were unimpressed, what about this human could possibly be worth their time? Lilynette, his one true supporter, gave him an encouraging smile and a thumb's up for good measure. Ben smiled to show he appreciated the gesture before looking up at Aizen.

"Alright," he said.

Aizen smiled. "Now, from what I've gathered; before you had the Ultimatrix, you originally possessed a device called the Omnitrix, which you acquired at the age of ten?"

Ben was treated to the predictable reaction as numerous Arrancar started looking back at him again in surprise and all. Even to them, the idea of a little kid possessing incredible power was mind-boggling.

"Yeah," Ben said. "It all started on a camping trip over the summer with my Grandpa and my cousin Gwen. I went off by myself and saw what looked like a meteorite land nearby. I went to investigate and discovered that what landed wasn't a meteor at all, it was a space pod. The pod opened up and I found what looked like some kind of watch. It wasn't until later that I found out it was the Omnitrix."

"So what, you just took a strange looking object out of a pod from outer space and slapped it on your wrist?" Gin couldn't help asking. Several of the Arrancar eyed Ben, wondering if he was really that stupid to do such a thing.

"Well no," Ben admitted, scratching the back of his neck. "It sort of latched onto me." He spotted the numerous looks of skepticism shot his way. "I'm serious. As I got closer to the thing, it just jumped out at me and wrapped itself around my wrist. I kept trying to get it off when I accidentally turned it on. It was the very first time I went alien." Ben chuckled at the distant memory. "And I freaked out!"

"Oh, I can believe that," Gin said, his smile growing wider. "I mean suddenly transforming into a completely different creature must've given you a heart attack."

"Eh heh," Ben coughed, remembering exactly how he reacted the very first time he went alien.

"So after you realized this Omnitrix allowed you to turn into different aliens, you were inspired to become a hero?" Tōsen asked. "Just like that?"

"Well," Ben said. "Even when I was a kid, I could never turn my back on somebody in need. But I was just a ten-year-old, what could I do? But that all changed once I got the Omnitrix and realized that this time, I could make a difference."

While a lot of the Arrancar looked at Ben with disinterest, some even rolling their eyes, others were surprisingly moved by his desire to help others.

Tōsen let out a small smile. "Ben Tennyson, truly you are a noble soul. Even at a young age, you were quite selfless."

"Err," Ben scratched the back of his head at those words. "Not always."

"Oh?" Aizen asked, intrigued. "How so?"

Ben shifted. "There's been times when I used the Omnitrix for personal stuff. Or when I let all the fame go to my head and I started making mistakes."

"Ben" Aizen said empathetically. "There's nothing wrong with making mistakes or behaving selfishly at times. You were just a child; nobody should expect one so young to be a saint. The important thing is that you learned from it and it has made you a better person."

Despite his distrust of Aizen, Ben couldn't help but find himself touched by the Soul Reaper's words.

"So, Ben," Gin said, drawing Ben's attention back onto him. "You say you're a superhero in your universe, right?"

"Yeah," Ben responded, wondering where Gin was going with this.

Gin tilted his head. "So does that mean you had super-villains to fight?"

Ben gave out a loud laugh at that as the memories filled his mind. "Oh, I've had plenty."

"Even as a child?" Ulquiorra couldn't help asking.

Ben nodded. "I don't know why but just about everywhere we went on that road trip, there was always some villain I had to use the Omnitrix to stop. Dr. Animo, the Circus Freaks, the Forever Knights…"

"Any of them qualify as your arch enemy?" Gin inquired further.

Everyone present was taken aback when Ben suddenly scowled and his fists tightened.

"Yeah," Ben said coldly, which took everyone aback even further. "There's one. Vilgax."

Even Aizen had to pause at the sheer amount of venom in Ben's voice when saying his name. "Vilgax?"

"An alien conqueror obsessed with getting his hands on the Omnitrix," Ben said. "Remember how you said some people might see it as a weapon? He certainly did. In fact, he wanted to create an entire army of Omnitrix users."

All were stunned in silence upon hearing that. An entire army? Aizen tried to imagine it, hundreds, possibly thousands of shape-shifters. And Aizen didn't even know the full extent of the Omnitrix's power. A strange sensation filled Aizen. Not dread or fear, but a small bit of apprehension. The fact that he would feel such a thing was incredible in of itself.

Baraggan, on the other hand, nodded in approval of Vilgax's idea. "An effective strategy."

Those who knew Baraggan the most were surprised at hearing the Second Espada actually praise somebody.

"I've had enough of Vilgax to last me a lifetime," Ben said, looking down at his feet. "I remember the very first time I fought him. No matter who I turned into, he just kept knocking me around."

This really got the Arrancar's attention. A being who was capable of holding his own against a multitude of Ben's aliens? It was small wonder why Ben wasn't fond of this Vilgax.

"And even I was older and a little more experienced, he still gave me a hard time," Ben added.

Of course those like Yammy, Nnoitra and Grimmjow only wanted to know what Vilgax was like in a fight.

"Well, Ben," Aizen gently urged. "Your story is amazing. This Vilgax was quite the ruthless character. I don't know how you could have possibly faced anyone as dangerous as him."

Ben gave an empty laugh that. "Don't be too sure. There was the time I faced the Highbreed back when I was fifteen."

"The Highbreed?" Aizen repeated.

"Yeah, this race of plant aliens who thought they were better than every other species in the universe because of their genetic purity," Ben said. "They were secretly invading Earth, enslaving humans by turning them into these things called DNAliens, building weather towers to make the planet colder for them to thrive on. Me and my team were able to thwart them time and time again…"

"You had a team?" Aizen wondered.

"Yeah, my cousin Gwen and our friend Kevin Levin," Ben explained, smiling fondly as he thought of them. "Sure there was times when our team needed a little work but we were always there for each other."

Most of the Arrancar brushed off the fondness Ben was displaying for his family and teammates, though some like Starrk and Harribel took note of it.

"Is Kevin the guy you said is your best friend even though he tried killing you back when you were kids?" Lilynette asked.

Now that got everybody's attention and Ben cringed, regretting how casual he had been about that earlier.

"Really now?" Gin said. "There must be quite a story to that. Care to share with us before we continue?"

"Sorry but that's personal," Ben said firmly. "We were enemies when we were kids but now he's my best friend; that's all you need to know."

"Yeesh, calm down," Gin held his hands up in surrender. "Sore subject, huh?"

Ben relaxed but still said nothing. It wasn't his place to talk about Kevin's life.

"You mentioned something about the Highbreed's true plan," Zommari pointed out, deciding to bring things back on topic. "What was it?"

"A hyperspace jump gate," Ben replied. "A portal that allowed them to bring their fleet right to Earth."

Szayel's eyes gleamed at hearing this. Not only did Ben's universe have incredible lifeforms but also amazing technology. Maybe, if they found a way to get Ben home, he would let Szayel tag along.

"But it wasn't just Earth they were after," Ben said. "That was just the starting point. The Highbreed wanted to wipe out the entire universe. The fleet was too powerful to fight, so there was only one thing to do," Ben said. "We went straight to the Highbreed's home world and confronted their leaders."

"A risky tactic," Ulquiorra spoke up. "However, if their main forces were out attacking other planets, the leaders themselves would be vulnerable."

"Yeah," Ben said. "The Highbreed Council. When we confronted them, we learned the real reason why they wanted to wipe out the universe."

"The real reason?" Aizen echoed.

"At first we thought they wanted to destroy every other race simply because of their superiority complex. Turns out, their obsession with genetic purity caused their entire race to become sterile from inbreeding. They were the last generation of Highbreeds and they decided that if they were going extinct, everyone else should too."

"So let me get this straight," Yammy spoke up. "These Highbreed guys decided to destroy the universe because they were dying and wanted to take everybody else with them?"

"Yep," Ben nodded.

Several Arrancar shared glances with each other at the incredible lengths the Highbreed went in what could be considered just a way to make themselves feel better.

"Fascinating," Aizen said. "And how did you stop them?"

"Well, the Omnitrix had the ability to heal damaged DNA. So I used it to spread a universe-wide wave of energy that gave each Highbreed different DNA from my Omnitrix."

"Wait, what?" Nnoitra frowned. "You mean there wasn't some great battle to the end? You healed them? After everything they did?"

"The Highbreed had us outgunned and outmatched," Ben said. "They would've overpowered us if we continued fighting them. So I figured if I could save them instead, they would call off their fleet."

"But due to their obsession with genetic purity," Aizen said. "I doubt they were initially pleased with how you helped them."

"Got that right," Ben said dryly. "They were originally going to kill themselves over it. But this Highbreed I became friends with, Reinrassic III, showed up. He had gotten some of Swampfire's DNA awhile ago and used it to convince the Council having different DNA wasn't really that bad. They called back their army and anointed him the new Highbreed Supreme."

"So you saved the universe not through force and power, but through understanding and healing," Aizen said. "The one who created the Omnitrix must've been so proud to have their creation be used the way it was meant for."

"Well, I did have help," Ben said, remembering all the times he used to brag about saving the universe without giving credit where credit was due.

Several Arrancar scoffed at this. "Boring," Grimmjow said, vocalizing their opinion.

"Silence, Grimmjow," Tōsen snapped fiercely

"One thing I don't get though," Lilynette spoke up. "Whatever happened to the Omnitrix and why do you have the Ultimatrix instead?"

"Oh that," Ben said. "Well, it all started with this Galvan called Albedo."

"Galvan?" Aizen asked.

"They're kinda like frogs," Ben said. "Really smart but can also be pretty aggravating at times. Albedo was the assistant of the Omnitrix's creator, Azmuth."

"Is this Azmuth a Galvan too?" Aizen asked, curious about the mysterious creator of such a powerful device.

"Yeah, he is," Ben replied. "Anway, Albedo didn't think an inferior human was worthy of using the Omnitrix, so he made a copy to prove he was better. Problem for him was that his Omnitrix was synched to mine."

"How was that a problem?" Lilynette asked.

"Well, my DNA was the default so he always turned into a copy of me whenever he changed back. He came to me and told me stuff like how he was the real creator of the Omnitrix, how it was flawed, risked putting a hole in the fabric of the universe, stuff like that. I was able to figure out he was lying, so he attacked me and my team."

"That would've been a sight to see," Gin said. "Two guys with the exact same powers duking it out. Kinda fits the saying about how you're your own worst enemy."

"During the fight our Omnitrixes got stuck together and created an energy wave that damaged Albedo's human form," Ben said. "Think of me with white hair, red eyes and a red jacket." Several Arrancar actually pictured the image in their head. "Then Azmuth showed up and disabled his Omnitrix, leaving him stuck as me. After that he got sent to prison."

"That's nice and all but where does the Ultimatrix come in?" Mila Rose asked.

"Well the Ultimatrix was one of Azmuth's other projects that Albedo stole after he managed to escape from prison. Once he got it, he teamed up with Vilgax to get my Omnitrix."

"Why?" Apacci asked him.

"His Ultimatrix was still in synch with my Omnitrix," Ben explained. "Anyway, their team-up worked. They captured my team, threatened to kill them unless I handed over the Omnitrix…so I did."

Most present stared at Ben in shock and amazement, others with disgust and condemnation.

"Weak," Baraggan said coldly. His Fraccion all nodded in agreement, gazing at Ben with utter contempt.

"Pathetic," Grimmjow muttered.

"That's enough," Aizen said sternly. "Personally I find Ben's compassion for others to be an incredible strength. Do not mock it."

The Arrancar flinched from their leader's scolding.

"What happened next, Ben?" Lilynette urged him.

"Well, we had to retreat since Albedo and Vilgax had both the Omnitrix and the Ultimatrix. At the moment all seemed hopeless. I was ready to just give up. Then Azmuth showed up and gave me a bit of a pep talk. And an idea. When we faced Vilgax again on his ship…I activated the Omnitrix's self-destruct sequence."

Now everyone was staring at him in wide-eyed disbelief.

"You were willing to sacrifice all that power for the sake of defeating your enemy?" Harribel asked.

"There was not much else I could do," Ben said. "If we couldn't get the Omnitrix back, we could at least prevent Vilgax from using it."

"A pragmatic solution," Ulquiorra spoke up.

"Vilgax thought I was bluffing," Ben said, clenching his fists. "And he learned the hard way I wasn't."

Everyone was put off by the coldness in Ben's tone. That must've been a dark day for Ben. And it showed just how much contempt he truly held for his arch-enemy.

"That must've been hard for you," Aizen said to Ben.

"It was," Ben admitted. "But it was worth it if it meant stopping that psychopath."

"Did Vilgax die?" Tōsen asked.

Ben shook his head. "The self-destruct hurt him but I faced him enough times to know it wouldn't take him down. So I got Albedo to give me the Ultimatrix."

"How did you do that?" Gin wondered.

"By activating the Ultimatrix's self-destruct unless he handed it over to me," Ben answered.

This took everyone by surprise. Though several Arrancar actually grinned at this.

"Nice one, Tennyson," Yammy complimented. "Didn't think you had it in ya."

Ben simply ignored him. "So Albedo gave me the Ultimatrix and I used it to fight Vilgax. Our battle caused his ship to fall into the ocean. As it started sinking, Vilgax turned into a giant squid monster, but I was able to beat him before escaping. I didn't see him escape, but I doubt he's gone. He'll come back, I know he will. And when he does, I'll be ready."

Silence filled the air as the Arrancar started seeing their new guest in a whole new light.

"What exactly makes the Ultimatrix different compared to the Omnitrix?" Aizen asked.

Ben cringed. He should've known that someone would ask that once they learned there were an Ultimatrix and an Omnitrix. He didn't want to reveal the Ultimate forms just yet but if they found out, they'd be angry for keeping it a secret. Ben decided he would just have to watch his wording.

"It was able to make Albedo's aliens stronger than mine," He said, which was technically true. "When we fought, he completely owned me. I didn't stand a chance."

"Well it seems to me you got the better deal blowing up the Omnitrix and taking the Ultimatrix for yourself," Gin noted.

Ben just gave another half-hearted chuckle at that.

"So, did you have any recent adventures before you got blasted here?" Gin asked.

Now Ben was in a really tough spot. His most recent adventures had been the whole Aggregor mess and when he ended up in Rex's universe. If he talked about Aggregor and his plans for the Forge of Creation, how would they all react if they learned there was an entire species capable of warping reality and that Ben had their DNA in his Ultimatrix?

"That's enough for now," Aizen said, suddenly getting up from his throne. "We shouldn't force Ben to tell us all of his adventures in one sitting. We have learned some very interesting things about him and now it's time for him to learn about us."

All of the Arrancar minus Lilynette stared at Aizen in shock.

"Ben Tennyson became our comrade the moment he agreed to help us in our war with the Soul Society," Aizen said, smiling down at them all. "But what right do we have to call ourselves his comrades if we don't bother trying to understand him and let him understand us in return? Come now, everyone. After such a hard time he's been having since he arrived, don't we owe it to him? I hope at least some of you will actually make an effort." He cast an eye at Grimmjow, then at Nnoitra before closing both eyes. "That is all for now. Return to whatever you were doing before coming here."

One by one, the Arrancar dispersed. Some of them ignored Ben, namely Baraggan and his Fraccion while others looked at him with various degrees of curiosity. Grimmjow and Nnoitra both shot a sneer his way while Szayel was gazing at him with that same look from earlier.

Lilynette ran up to him. "Hey, Ben? Can you tell me more about your adventures?"

Ben chuckled. "You still want to hear more?"

Lilynette grinned. "Well yeah. Now I'm really curious."

"As long as it keeps her from bothering me, I don't mind," Starrk said.

Lilynette's grin turned mischievous, clearly indicating that she was still going to torment Starrk whenever she could. Starrk noticed and, with a big sigh, slumped in defeat. Lilynette patted his back with a smug smile on her face. Ben couldn't help laughing a little at the scene. The two were like siblings.

"Mind if I drop in for a listen some time?" Ben and Lilynette when they realized Gin was standing right beside them. "I'll bet you got some really good stories to tell and I wouldn't mind hearing about them too."

"Errr, sure thing," Ben said, taking a step back.

"Well, Ben" Aizen said from his platform. "I can't say whether or not any progress was made but I'd like to think this was a step in the right direction."

"We'll see," Ben said, still remembering how lot of the Arrancar didn't seem that interested in what he had to say. "So…what now?"

"For now just relax," Aizen told him. "Now you understand the basics of Soul Reaper combat, it's time to tell you more about Soul Society itself, namely the members we'll be going up against." Aizen's eyes narrowed. "Its military branch: The Thirteen Court Guard Squads."

Ben's eyes slightly widened at that. So he was going to learn about who he was helping Aizen oppose. Thirteen Court Guard Squads, huh? They sounded impressive. And kind of old fashioned, like the Forever Knights.

"But we'll talk more about them later," Aizen said. "Like I said, rest for now. I feel you have earned it."

Ben was a bit surprised that his training was being cut so early. He figured today must've been more of a test to see how well he stacked up against Soul Reapers than real training. If that was the case, he wondered what Aizen had in store for him come actual training.

Speaking of which, how different was Aizen compared to Tōsen and Gin? Tōsen's Zanpakuto could create multiple blades while Gin's could extend. So what could Aizen's Zanpakuto do?

Aizen's eyes widened for a moment as if he just remembered something. "Oh, Ben. Before I forget; I hope you don't mind that I took the liberty to get some extra clothes made for you."

Ben blinked at this. "Extra clothes?"

"Well, considering you were sent here with just the clothes on your back, I felt it would be wise to have some made for you. Wearing the same outfit for days on end would be not very hygienic."

"Can't argue with that," Ben admitted, looking down at his clothes.

"I will have the clothes sent to Starrk's chambers, where you can try them on and see how they fit. If you are displeased, I can have a different outfit made instead."

"Oh, thanks" Ben said with a shrug, unsure of anything else to say at this point.

Aizen smiled. "Very well. That is all for now."

Taking it as their cue to leave, Starrk, Lilynette, and Ben all made their way out of the throne room. As they left, Ben couldn't help looking back over his shoulder at Aizen, who just smiled back.

…

"So what were those other super-villains like?" Lilynette asked as they made their way down the hall.

"Well, they weren't really on Vilgax's level but they were still threats in their own right," Ben said. "Dr. Animo is this mad scientist guy. Completely insane but he's pretty smart. I mean the guy made devices that not only mutated animals but even resurrected dead ones. The very first time I fought him, he was able to bring a mammoth, and a T. Rex, to life."

Starrk let out a low whistle while Lilynette stared. "I bet Szayel would love to meet him."

Ben made a face. "And I've got a feeling those two might get along."

"What about those Forever Knight guys?" Lilynette asked.

"Those guys?" Ben said. "Well, I'm still trying to figure them out. If you couldn't already tell, they're a bunch of guys with a knight fetish and an obsession with getting their hands on alien technology."

"To rule the world?" Lilynette guessed.

"I…think so," Ben said. "At least, they did when this guy named Driscoll was leading them. I remember when he roped Animo and a bunch of my other enemies together as a team to fight me. He called them the Negative 10."

"The Negative 10?" Lilynette grinned at the name. "Okay, that's not bad. Were they a decent threat?"

"They were," Ben said. "Problem was they made a lousy team. In fact, in the end my family and I won by making them fight each other."

Lilynette laughed at that. "Nice."

…

Soon they were back in Starrk's chambers. Starrk was resting on his pillows while Ben was entertaining Lilynette with more stories about his adventures.

"You seriously fought an emotion vampire clown?" a skeptical Lilynette questioned Ben.

"Yep," Ben said with a nod. "Now he might have looked silly but Zombozo was way more dangerous than the Circus Freaks that worked for him." He frowned as he remembered all the times Zombozo had put his family in danger. "Definitely more dangerous."

Lilynette sighed, putting a hand on her head. "Your universe is weird."

Ben made a face. "What? And yours is normal?"

"Hey, ours makes perfect sense!" Lilynette protested. "There's humans, there's Hollows, and there's Shinigami. We don't have stuff like aliens and vampire clowns!"

"How do you know you don't?" Ben asked. "For all you know they do exist and you just haven't found them yet."

Lilynette was about to retort but paused. Ben actually had a really good point. She shot him a sour look, but he only grinned, confident that he had won the argument.

Just then the door opened and in walked two young-looking, female Arrancar who were carrying some bundles of cloth. The first one was a slender girl with black hair tied in pigtails. Her left eye was covered by her mask remnant, while her pink right eye was perfectly visible. Her uniform consisted of a frilled short skirt, white half-sleeves that went from her elbows down to her wrists, as well as white boots with black outlines. She wore white bracelets on her arms, and she also wore some white material that also sported black outlines around her neck. The material also revealed a fair portion of her belly and chest.

The second girl had short, slicked-back blonde hair with a slight fringe over her right eye. Unlike the other girl, her left green eye was visible while her mask remains were positioned around her right eye. Like her companion, her mask portion had teeth dotted around the bottom. She wore a white dress with short sleeves, which were slit and ran a little past her elbows, and an upturned collar. Her dress was also unzipped at the front, showing her cleavage. Her outfit also exposed her waist and part of her thighs on both sides of her body. A black sash was tied around her hips. A white, segmented choker and a series of white bracelets on her arms finished her look.

"Loly," Starrk said. "Menoly. What brings you two here?"

"Lord Aizen sent us to give Ben Tennyson his new clothes," the pigtailed one, who Ben assumed was Loly, replied. She and the other one, Menoly obviously, walked over to Ben and thrust the bundles into his arms. "We'll send someone to retrieve your regular clothes later and make sure they're properly cleaned."

With their business concluded, the two quickly made their exit.

"Well…" Ben muttered after they left. "They were friendly."

"Don't mind them," Lilynette said as she slouched against the wall. "They're Lord Aizen's personal aides and they're absolutely crazy about him. I bet they can't stand being away from him for even five minutes."

Ben made a face. "That bad?"

"Yep," Starrk said nonchalantly as he slouched in his pile of pillows. "I think Loly's got it worse than Menoly though. My advice? Keep your distance from those two unless you absolutely have to."

"I'll keep that in mind," Ben said under his breath before taking a look at his new clothes. "So…I guess I need to change huh?" He looked around. "Um..where should I…?"

"Lilynette," Starrk said as he got up. "Let's go outside and wait for a minute will ya?"

Lilynette frowned at Starrk bossing her around but nonetheless she got up and made her way to the door beside Starrk. "Don't take too long," she told Ben before walking outside and closing the door behind her.

"Hmm," Ben said as he looked at his new clothes. "Not that I don't appreciate it but I kinda wish Aizen had more colors than just black and white available. Oh well." He took off his jacket. "I hope I don't look stupid."

…

"Alright, you guys," Ben called once he got his new outfit on and placed his regular clothes in a pile. "I'm done."

At his words, the door opened and the two Arrancar entered.

"Hey, Ben!" Lilynette called. "So does it…" She froze when saw Ben.

The hero was wearing the same pants that the other Arrancar wore, a black sash and undershirt, an open jacket that surprisingly looked like a white version of his regular one, his outfit completed by black socks and sandals.

"Well, how do I look?" Ben asked them.

"Wow," Lilynette said, looking impressed. "Not bad. You could almost pass for an Arrancar in that getup."

"Yeah, it's not bad," Starrk assured him.

"Still, this is gonna take some getting used to," Ben said, looking down at himself. "Anybody got a mirror?"

Starrk and Lilynette both shrugged at him, causing Ben to sigh. Well that was helpful.

"Come on," Lilynette said, running back inside and sitting against the wall. "Tell me about some more adventures!"

"More?" Ben asked in mock exasperation.

"You're my current source of entertainment," Lilynette retorted. "I'll stop bugging you once you run out of stories to tell."

"Which roughly translates as 'not any time soon,'" Ben replied.

Lilynette grinned. "You got it!"

Ben slumped. "I'm in trouble." Though his tone clearly showed he was just playing around before he straightened himself back up. "Alright. How about I tell you the time I found the Fountain of Youth?"

Lilynette gawked at him. "Okay, you've got to be kidding me."

"Oh I'm dead serious," Ben said as he sat down beside her. "See, it all started like this…"

Lilynette leaned forward, already excited to hear another story about the guy who had brought excitement to Las Noches. And although his eyes were shut, Starrk found himself lending an ear as Ben began his tale to the other Arrancar. And as he listened, Starrk started thinking. Ben had been decent enough to tell some of his life story. Maybe sharing his own wouldn't be such a bad idea.

 **End of Chapter**

 **Well, everyone, I hope you enjoyed the first Bleach: Ultimate Alien of 2016. I will let you guys know in advance the next few updates might come out slowly. Even though I've been struck by inspiration, I want to make sure I don't rush things and potentially ruin the story.  
**

 **Also, for those of you who might be reading my Frozen Fic, The Snow Queen and the Winter Knight, I'm thinking about remaking that too, just to have the story make a little more sense and have a better flowing plot.  
**

 **On another note, I've got two different Ben 10 crossover ideas for the future. One, as you guys already know, is a Ben 10 and Fate/Stay Night. Sadly, I still don't have a solid plot yet that might take me awhile. The other one, is a Ben 10/Tenchi Muyo crossover. I don't know what got me back into Tenchi Muyo but one day I felt like watching some episodes for nostalgia's sake and I got sucked back in. My pal Diablo Ex Machina has actually given some ideas and we kinda have a decent plot going on. Whenever I come out with either of these fics, I hope you find them as enjoyable as this fic.**

 **That's all I really have for now. So for now, Happy New Year! Take care!**


	8. Bonding

**Disclaimer: Ben 10 and Bleach do not belong to me.**

 **Bonding**

Tia Harribel had been surprised when Loly and Menoly arrived at her door, informing her that Lord Aizen requested her presence. Although curious, Harribel maintained an externally cool demeanor as she followed them into the throne room.

"Welcome, Harribel," Aizen said with a smile from atop his throne and pillar, which Loly and Menoly stood on eithet side of upon entering, as his third most powerful Espada approached him.

Harribel got down on one knee and bowed respectfully. "What do you wish of me, Lord Aizen?"

"I have a task for you and your Fraccione. I would like for them to train with Ben," Aizen told her. "Whenever possible, of course."

Harribel raised her head, staring at Aizen in surprise and confusion. "Sir?"

"Out of all the Numeros, your Fraccione have the best teamwork despite their constant arguments with each other," Aizen said.

While uncertain as to what point Aizen was trying to make, Harribel could not help the pride she felt at his praise. Fighting as a group had always been an integral part of her and Fraccione's survival back in the old days.

"However, they still have plenty of potential in terms of individual ability," Aizen went on. "The Thirteen Court Guard Squads are formidable opponents, so I would like our own forces to be at their best. And I believe training with Ben would be an excellent opportunity for that."

Harribel took in Aizen's words. Training would be beneficial for her Fraccione and she welcomed the chance for them to become stronger. She was confused as to why Aizen wanted them and their human guest to specifically train together though.

"Rest assured, I will tell the other Espada to train their Fraccione as well," Aizen said. "As for why I want yours and Ben to train with each other; it seems the most practical choice. He's someone new that they can test their skills against, and it provides all four of you a chance to get better acquainted with him. Besides, I don't think it would be wise to have Ben train with the other Fraccione. Grimmjow's would probably try to finish what he started, and I think Nnoitra would encourage Tesla to do the same. I doubt Szayel's would be suitable and Baraggan's…"Aizen chuckled. "I believe that goes without saying."

"I understand, Lord Aizen," Harribel said respectfully. Despite her own uncertainties, if Lord Aizen was confident in this, then she would do as he wished. "But what about his training with Tōsen?"

"I'm sure Tōsen wouldn't mind if Ben trained with anyone else," Aizen reassured her. "Considering it will only benefit us, there's no reason he'd object. I'll allow the two of you to work out the best course of action between yourselves."

Harribel bowed her head again. "As you wish, Lord Aizen."

"Thank you, Harribel," Aizen said. "That will be all."

And with that, Harribel got up and left.

…

When Harribel returned to her chambers, she found her Fraccione immediately at attention the moment she came in.

"Hello, ladies," she greeted them casually.

"What did Lord Aizen want, Lady Harribel?" Sung-Sun asked; a curious but concerned look on her face that she shared with Apacci and Mila Rose.

"He would like for you to train with Tennyson," Harribel answered, getting straight to the point.

Their reaction was exactly how she pictured it would; they were staring at her, frozen in place.

If it had been anyone else, Apacci would have demanded that they were joking. But she knew her leader wasn't the type. "Why does he want us to do that?" she asked instead.

"He wants you to become stronger before we face Soul Society," Harribel explained.

Her Fraccione all looked at each other uneasily, assuming the worst. "Why us specifically?" Mila Rose asked. They were no doubt worried Lord Aizen thought they were weaker than the others if they were singled out for training.

"Lord Aizen wishes to have every Fraccion train," Harribel reassured her, having expected their reactions. "He praised your teamwork, but said you could still improve fighting individually."

"Why do we need to train with that human to do it?" Apacci asked, less than thrilled about the idea already.

"Lord Aizen believes having someone new to fight against will be helpful," Harribel told her. "He also sees it as another opportunity to know Tennyson better and no doubt learn more of his abilities."

Mila Rose's brows furrowed as she contemplated her leader's words. "I suppose that makes sense."

"There is still so much about Ben Tennyson that we don't know," Sung-Sun added. "And it's still too early to say if he is our ally indefinitely."

"This is true," Harribel acknowledged. "Perhaps in time you might even see Tennyson as a comrade."

Her Fraccione were completely floored by her statement.

"Forgive us, Lady Harribel," Sung-Sun said hastily. "Ben Tennyson's abilities make him an ideal addition to our forces, but I doubt we could ever be friends with a _human_."

"Why not?" Harribel asked, causing her Fraccione to gape at her.

"L-lady Harribel?" Apacci stuttered, not expecting her leader to say such a thing.

"Ben Tennyson has proven himself to be a far more decent and honorable person than a decent amount of our comrades," Harribel stated. "Not to mention brave, noble, and understanding of sacrifice."

Her Fraccione stared at her in stunned silence. Never had they heard their leader speak about someone with such high regard apart from Aizen himself.

"For the time being, Ben Tennyson has earned my respect," Harribel added. "We shall see if he's able to keep it."

And it was true. While his protecting of her Fraccion was the biggest factor, she couldn't help being impressed after hearing about Ben's history. When presented with such great power, he chose to help others instead of conquer like his nemesis Vilgax, and he was perfectly willing to sacrifice that same power if it also meant saving others. He was also understanding and empathetic if Lilynett's words about him being friends with someone who tried to kill him were true.

The other three looked at each other, having realized that training with Ben was inevitable. They weren't thrilled about it but if Harribel thought it was for the best, they would grit their teeth and bear it.

"We understand, Lady Harribel," Sung-Sun spoke their mutual decision.

Harribel closed her eyes, which her Fraccione took as a sign of acknowledgement. "Do the best you can," she told them. "But do not show all of your techniques." Her Fraccione blinked, caught off guard by the unexpected request. "As you said, Sung-Sun, it is still too early to say whether or not Ben Tennyson's truly our ally. He has gained my respect, but not yet my trust. As such, I do not wish for him to know all of _our_ abilities."

Her Fraccione knew she had a good point, plus they suspected that they still didn't know all of Ben's abilities. So it was only fair they held back some things from him.

"Understood, Lady Harribel," Apacci said firmly. "We won't let you down."

…

In Starrk's room, Lilynette was in stitches while Ben was telling his latest story.

"Are you serious?!" she asked a smirking Ben in between laughter.

"Yep," Ben replied, crossing his arms.

"There's no way!" Lilynette insisted.

"I couldn't make this up if I tried," Ben told her.

"You honestly expect me to believe you fought a giant space tick?"

Ben had been telling her of the very first time he had unlocked Cannonbolt. If she hadn't been amused by his initial attempts to figure out the alien's powers (which she had) then learning that the very first thing he fought as Cannonbolt was a gigantic space tick sold her.

"It's the truth," Ben said. "It had some followers that called it the Great One and it came to Earth to feed on our planet's energy."

"Was it a tough fight?" Lilynette asked.

"Err, more of an annoyance really," Ben admitted. "The tick just had its followers fight us while it was feeding off the Earth, but its body was super tough. I had thrown everything I had at it and I couldn't even make a dent."

Lilynette stared. "Wow."

"Course back then my idea of a strategy was just keep hitting something till it breaks," Ben said sheepishly. "I probably could've beaten that big bug with one of my other guys if I had used them right. But in the end, I used Cannonbolt to save the day. And to think, I first thought he was lame."

Lilynette grinned, remembering the power Cannonbolt had displayed when she first saw it. "Guess he proved you wrong, huh?"

"Big time," Ben said with a grin. "Also, I learned from the Great One's worshipers that one of the planets it already destroyed was that of Cannonbolt's species."

Lilynette gasped in shock. "It had?"

Ben nodded. "Makes it kind of ironic, huh? After I beat the Great One, its worshipers started worshiping me. Apparently those guys need something to serve and praise." He grinned. "Not that I was complaining at the time."

Lilynette rolled her eyes. "I'll bet. So what happened next?"

"I turned back into a human and they didn't want to worship me anymore," Ben stated bluntly.

Lilynette burst into laughter. "That's priceless!"

"Well how would you feel if you found out something you worshipped was actually a little kid?" Starrk spoke for the first time since they got back.

Ben chuckled at that. "Yeah, I guess you're right."

Lilynette looked back at Starrk with surprise. "I had no idea you were still up," she grinned. "Actually staying awake for something? I'm impressed."

Starrk grumbled in annoyance, already wishing he hadn't said anything. Lilynette gave him a smug look of satisfaction. Ben just smiled at them, the interaction way better than whenever Lilynette started hitting Starrk.

Once she felt satisfied, Lilynette turned to Ben again. "What was another adventure you had that summer?" She was really interesting in learning more about the time Ben first got the Omnitrix, probably still trying to wrap it around her head that Ben had been a simple kid during all of it.

Ben ran through all the crazy times he had that fateful summer in his mind. "Well there was this one time…"

His story was cut short by the sound of someone knocking at the door.

Lilynette glared at the door, annoyed with the interruption and the fact that people seemed to drop by their place quite a lot recently. "What? Again?"

"I wonder who it is this time," Ben commented as he went to answer the door. When he did, he was greeted to the sight of Harribel and her Fraccione once more.

"You?" Lilynette asked once she saw who had knocked. "Is this going to be a regular thing with you four now?"

"Lilynette," Mila Rose scowled at the smaller Arrancar's sass. Then she remembered when Lilynette kicked her, making her scowl deepen.

Mila Rose," Harribel softly warned her Fraccion before facing Ben and Lilynette again. "I see you've been given a change of clothes," she said as she looked over Ben's new outfit. "I think it suits you."

"Oh," Ben looked down at his clothes before rubbing the back of his head at the compliment. "Thanks."

Harribel's Fraccione then realized that Ben was wearing an Arrancar outfit and looked it over too. It wasn't a bad ensemble all things considered. He could almost pass as one of them. Almost.

"So what brings you back here, Harribel?" Starrk asked as he sat up.

"Lord Aizen has requested that my Fraccione train with Ben Tennyson," Harribel told her fellow Espada.

Ben did a double take when she said that. More training? And with Harribel's Fraccione?

Lilynette made a face as she slumped. "Not more training. Is Lord Aizen trying to work Ben to death?"

"Why does Aizen want me to train with them?" Ben interjected. He had seen the look Mila Rose had given Lilynette so he decided to prevent things from escalating.

"Aside from helping them become stronger for the upcoming war," Harribel said. "It's another way for us to get better acquainted."

"Oh," was the only response Ben could think of. Despite Lilynette's objections, he didn't mind the training too much. It helped pass the time, gave him a better idea of what he was up against, plus he actually wanted to learn more about his allies. Especially Aizen. He even considered asking Starrk and Lilynette if they could tell a little bit about themselves. "Is Tōsen gonna be okay with this? Are we going to train right now?"

"Lord Aizen is certain that Tōsen won't mind," Harribel replied. "And no, we aren't training right away. I simply wanted to let you know in advance. What are you three doing?"

"Ben's been telling us about some of his adventures," Lilynette informed her.

"Oh?" Harribel asked.

"Yeah," Lilynette smiled. "You won't believe some of the stuff he's done." She started giggling. "You missed the part where he fought a vampire clown or when he found the Fountain of Youth…and turned it into a crater when he threw a temper tantrum!" She clutched her stomach as she went into full-blown laughter. "Then he told me about how he looked like a total idiot when he first turned into Cannonbolt before using him to kill a giant space tick that was gonna suck the Earth dry!

Harribel's Fraccion stared at Lilynette, before turning their heads towards Ben. A vampire clown? The Fountain of Youth? A giant space tick?

Mila Rose quickly recovered, putting a hand on her hip. "I'd ask if you were lying but considering the things I've seen and heard from you so far, I'm strangely inclined to believe you."

Ben just shrugged at them with a playful smile on his face.

Harribel crossed her arms. "Would it be alright if I heard some of your stories?"

Everyone else was taken aback by her sudden request. While Ben was willing to learn more about the Arrancar, he honestly didn't expect any of them, with the exception of Lilynette, to want to know about him personally. And it was something she chose to do on her own, if the surprised looks from her Fraccione were anything to go by.

"Um, well I don't mind," Ben told her before looking over at Starrk. "Is it alright with you?"

Starrk grimaced once he realized all eyes were on him. "Do as you like," he mumbled before lying back down.

Harribel turned to her still baffled Fraccione. "You can go back if you wish. I won't make you stay if you don't want to."

The three shifted uncomfortably, unsure of what to do. They still didn't really like being around Ben but Harribel thought it was possible for them to become friends, plus she was willing to stay. If their leader would, then so would they.

"We're fine, Lady Harribel," Mila Rose reassured their leader. "We'll stay." Harribel nodded to her, pleased to see that her girls were making an effort.

Ben smiled. He could see that things were still tense between them but at least they seemed to be making progress.

And so Harribel entered Starrk's chambers, leaning her back against the wall. Her Fraccion followed suit, preferring to simply stand however.

Once she was certain that everyone was (relatively) comfortable, Lilynette brought her attention back to Ben. "Alright. We're ready."

Ben tapped his chin, trying to decide which adventure he should tell next. Then a light bulb went off in his head as he thought of the perfect one. "How about I tell you about the time I got sick?"

Lilynette, Apacci, Mila Rose, and Sung-Su made faces composed of both disgust and bewilderment.

"Why would you want to talk about when you were sick?" Mila Rose asked.

Harribel suspected that Ben had chosen those select words to draw them in. "There must be quite the story behind it, isn't there?"

Ben grinned at how quickly Harribel had caught on. "That's right."

The rest weren't as amused though. "Well?" Apacci practically demanded. "What happened?"

"Apacci," said Arrancar flinched, looking sheepishly at her mistress, whose eyes were silently telling her to control herself. As Apacci's own eyes drifted to the floor, Harribel focused on Ben. "What did happen?" Something in her tone hinted that she too wanted Ben to get to the actual story.

Seeing that his audience was getting a little impatient, Ben decided to get the story. But first he couldn't resist overdramatically clearing his throat before doing so. This earned him annoyed looks from everyone else in the room, including Starrk. Ben held his hands out in surrender, albeit with another big grin on his face, and proceeded to tell the story.

"It all started after I caught a thief trying to make a speedy getaway in a fancy looking car," Ben began. "After stopping the guy and leaving him for the police, I spotted a nearby ice cream truck. And since I had just stopped a criminal, I thought I was entitled to a little reward. So I went into the truck and decided to help myself to some ice cream."

This took his audience by surprise. Ben had admitted to all of them that he had made mistakes but they honestly hadn't expected him to do something quite like treating himself to a self-entitled reward. He chuckled at their reactions.

"Unfortunately for me, karma decided to come pretty early that day. Staying in that freezing ice cream truck is what caused me to get sick. I felt so weak, my nose was runny, I was sneezing all the time, and Grandpa said I had a temperature of a hundred and one. In short: a summer cold."

Lilynette threw her head back as she laughed. "Maybe that'll teach you not to eat ice cream inside of an ice cream truck."

"Gwen said something similar," Ben said, then laughed to himself as he remembered getting back at her by using her new blouse as a tissue.

Harribel remained impassive but her Fraccion were definitely amused, imagining Ben in such a state.

"Karma really did catch up with you," Mila Rose said in agreement. "So what happened next?"

"Grandpa figured I just need some of his San Ju Yen Pien remedy, so we went to Chinatown to pick up some ingredients." Ben shivered; the smell of his Grandpa's concoction still fresh in his mind after all these years.

Harribel noticed this. "I take it this San Ju Yen Pien wasn't very appetizing?"

"I'll get to that later," Ben replied quickly. "Anyway, while we were getting the ingredients, this councilwoman named Liang was making a speech about a downtown movement plan she was working on, when all of a sudden the place got attacked by a swarm of wasps! And that was when we met Clancy; a whack job with the power to control bugs."

Lilynette titled her head, a quizzical look on her face, while Harribel's Fraccion looked more disappointed that anything.

"Controlling bugs?" Apacci asked skeptically. "That's it?"

"That doesn't sound so impressive," Sung-Sun said dismissively.

Ben shrugged. "I'll admit that it doesn't sound cool at first, but Clancy and his bugs were no joke. He kidnapped the councilwoman with his wasps and bailed. When I tried going after him I learned something: my cold affected my aliens."

That certainly got everyone's attention.

"Really?" Lilynette asked, staring at him.

Ben nodded. "I turned into my best tracker, Wildmutt, but the cold clogged up his senses. I was running around blind, almost caused a firework explosion with Gwen at ground zero. Luckily Grandpa Max was able to save her…though she wound up smelling like chicken dumplings afterwards."

He knew that he taking a bit of a risk by letting the Arrancar know something like his aliens being affected by whatever condition his human body was in, but he guessed they would brush it off since they already knew he had regenerating aliens like Swampfire.

"Thanks to Gwen and her laptop, we were able to find Clancy's apartment, where we figured he took the councilwoman," Ben continued. "We found her there alright, literally up to her neck in black widows."

Lilynette and Harribel's Fraccion stared at Ben, repressing a desire to shiver, and Starrk winced at the thought. Even to them, being covered in bugs was unpleasant to think about.

"You see?" Harribel said to them. "Any ability can be useful if you know how to properly apply it."

The other girls nodded grimly, regretting their previous disregard for Clancy's power.

"Were you able to save the councilwoman?" Lilynette asked, wanting to move on and get the thought of being buried in bugs out of her mind.

Ben cringed as he thought about what happened next. "I was…at the cost of covering her in snot."

Lilynette, Apacci, Mila Rose, and Sung-Sun all shot him looks of disgust. Harribel herself furrowed her eyebrows in displeasure, and Starrk was shooting Ben an incredulous look.

"You saved her…by sneezing on her?" Sung-Sun inquired, her face scrunching up behind her sleeve.

"Do we even want to know how you managed to pull that off?" Mila Rose asked dryly.

"I was Four Arms at the time," Ben explained before shuddering. "By the way, sick Four Arms? Don't want to go through that again. Not only did I have mega snot, I was weaker, and I had these huge hives under my arms."

"Bleh" Lilynette exclaimed, sticking her tongue out. "Are you trying to make us sick?"

"Hey, I was the one experiencing it so how do you think I felt?" Ben retorted.

That earned a collective wince from his audience, each of them stuck with the image of suffering that sort of ailment.

"C-can we get back to the story?" Apacci mumbled, looking slightly green herself.

"Sure thing," Ben replied sympathetically. "Well Clancy wasn't happy so he sicced a bunch of red ants on us. They even formed a giant fist and sent me flying!"

Lilynette gawked. Having seen Four Arms' power firsthand, the idea of him getting knocked around by literal ants, no matter how many, was hard to take in.

"Is it was because of your cold wasn't it?" she figured. "You did say it made you weaker."

"Hey now, don't underestimate ants," Ben said. "One ant is said to lift ten times its own weight. Get a hundred of those guys together and that means a thousand times their weight."

Lilynette blinked rapidly. "Well…I guess when you put it like that…"

"Course I don't know if there actually was a hundred ants or not," Ben confessed. "But when I was trying to get my second wind, they started swarming me," Ben continued. "They were all over my legs and everything."

Lilynette snickered as she imagined Four Arms scratching himself like crazy as countless ants crawled up his pants. Apacci started snickering alongside her, Mila Rose chuckled softly, and Sung-Sun quietly laughed into her hand. A bemused Ben shook his head; having suspected this would be their reaction.

"Unfortunately I was so caught up in getting those ants off I wasn't paying attention to where I was going. I accidentally smashed a lot of the place's support beams and wound up bringing the whole building down."

Lilynette threw back her head as she laughed. "You knocked down a whole building?!"

Apacci sneered at him. "Nice one."

"Talk about a bull in a china shop," Mila Rose commented with a smirk.

"Hey, the whole place looked like it was on the brink of falling down anyway," Ben defended himself. "I just…moved things along."

"That's one way to put it," Sung-Sun said snidely behind her hand.

"No doubt Clancy was furious you destroyed the very thing he had been fighting to protect," Harribel asked and she certainly didn't sound amused like the others. Ben even flinched at her tone. "However, it was an accident and as you said, the building was due to collapse," Harribel reasoned. "All the same, I'm sure Clancy was angry at you."

"Oh he was," Ben agreed. "Didn't help that he used some of his bugs to shield him from the building and they wound up squashed for their trouble."

"Now that was his fault," Sung-Sun stated. "If he was going to use them as a shield, he should've known that risked killing them."

"I don't think the guy realized what happens when he uses his friends to fight," Ben admitted. "All I do know is that since his home got wrecked and some of his bugs were dead, he decided to destroy the whole city with a nuclear blast from the city's nuclear power plant. We tracked him there just in time for the reactor's core to almost reach critical level. Grandpa had to manually shut it down so we went to the core so he could activate the emergency override system."

"How did your Grandpa know to do that?" Sung-Sun inquired.

Ben grinned at her. "That's a story for another time." Sung-Sun gave him a deadpan look in response but Ben just chuckled and went on with his story. "When we got there, Clancy was waiting for us with a bunch of cockroaches."

Apacci made a face. "Cockroaches? Why cockroaches? Why not something deadly like scorpions or something?"

"Clancy was gonna use the cockroaches as an armor to survive the blast with," Ben explained.

"Impressive," Harribel said, noting all the different ways Clancy used his bugs in battle.

"I was too busy trying to save a city to be impressed," Ben said. "Gwen told me the best way to get rid of Clancy's bugs was a good barbeque, so I decided to go Heatblast."

Lilynette gasped at the name. "The guy you used on the Fountain of Youth!"

"I decided to keep Bug-Brain busy while Grandpa tried to shut down the reactor," Ben told them. "But for some reason my powers weren't working. Clancy started wailing on me with his cockroach armor until I learned something cool. Turns out when Heatblast has a cold, he gets ice powers!"

"Wait, what?" Mila Rose she shook her head. "How does that work?"

"I don't know," Ben confessed. "But it was my best shot to take Clancy down, plus there was only one minute before the reactor blew up. So I stopped both of them cold."

Lilynette, Apacci, and Mila Rose groaned at the lame joke. Even Starrk looked disappointed at Ben's poor humor. Harribel was the only one who remained impassive.

"Everyone's a critic," Ben muttered before continuing. "With the day saved, the bad guy defeated, and my cold finally gone, it was time for us to leave. Unfortunately we didn't get far because Clancy and his cockroaches somehow managed to escape and caught up with us. To make things worse my Omnitrix was timed out so I couldn't go hero. Gwen suggested a candy bar could attract the bugs and that gave me an idea. Earlier when Grandpa had made that San Ju Yen Pien, I hid it away because I really didn't want to try that stuff. It smelled horrible and I bet it tasted worse. But those cockroaches found it irresistible and when I threw it into the nearby river, they all went after it…"

Lilynette grinned as she figured out what came next. "Leaving Clancy totally defenseless."

Ben grinned back at her. "You got it. One punch from Grandpa and he was out!"

"Bet you were finally glad to be done with him," Sung-Sun said.

"Yeah, he was really starting to bug me," Ben said back, laughing at how annoyed the others looked. "Oh come on, that was perfect."

"If by perfect you mean perfectly stupid," Appacci scoffed. "Then yeah, it was."

Ben rubbed the back of his head neck by the smile remained. "Tough crowd."

"Well that was quite the story," Sung-Sun said. "It's interesting how your well-being affects that of your aliens. Does it work the other way around?"

"It…depends," Ben figured was the best answer. And it was the truth. Sometimes injuries on his aliens were carried over to him, and other times they wouldn't. He had gotten a cut on his knee when he scraped it as Humungousaur. Then there was the time Tetrax shattered him to pieces as Diamondhead, but he was perfectly fine when he turned human again.

"Does the Ultimatrix heal your aliens?" Lilynette asked.

"Heal them?" Ben repeated, looking down at the Ultimatrix.

"Yeah, I mean, does Four Arms only have three arms now or does the Ultimatrix fix his fourth one?" Lilynette wondered.

"Huh," Ben said to himself as he pondered this. "Well to be honest, I don't really know." Unless the Tetramand DNA itself was damaged, Four Arms should be as good as new the next time Ben turned into him.

Hopefully.

"Do you have any other stories you feel like sharing?" Harribel asked Ben, deciding to change the subject.

"Any less…disgusting ones?" Apacci added.

"Oh I've got plenty," Ben replied. "But I was actually going to ask if I could hear some of your stories. I mean, since we're supposed to be learning more about each other and all."

His audience had not expected such a request. Lilynette and Harribel's Fraccione looked at each other, then at the Espada who looked at each other in turn. Ben wondered what was up with their hesitance. Were they trying to keep information from him? Or did something personal happen that they didn't want to share?

"I'll go," Starrk said, adjusting himself on his pillows. "Since I'm the one looking after him and all."

"Starrk…" Lilynette began and Ben was surprised by how quiet her voice was.

"Ben's been willing to share personal stuff with us," Starrk said with a shrug. "Only fair we share some too."

Lilynette brought her knees up to her chin and wrapped her arms around her legs. Ben was starting to regret ever saying anything.

"Look, if whatever you're about to tell me makes you feel uncomfortable, you don't have to…" Ben tried to reassure them.

"It's alright, not that big a deal," Starrk said nonchalantly but Ben had a feeling it was a bigger deal than he was playing it off as.

"Well, why don't you talk about something else?" Ben suggested, feeling like he had put the Arrancar on the spot somehow.

"It's the only thing interesting that's ever happened to us," Starrk said softly. "The time Lilynette and I first met Aizen."

Lilynette hugged herself a little tighter at this. Ben wondered why.

Starrk rubbed his head with a sigh before beginning his story. "You see, Ben, Lilynette and I are different from other Arrancar. You know how most have the nucleus of their powers sealed inside of a weapon? It's not like that with us. Lilynette and I…were once one and the same being."

Ben's eyebrows shot straight up at this revelation. He looked back and forth between Starrk and Lilynette, the former was looking down at the ground while the latter's eyes were off to the side.

"I'm not sure what we originally looked," Starrk said as he continued. "Probably didn't look like either of us. Back when we were one, we were strong. Too strong. All the weaker Hollows around us would die just by being near us."

If Ben's eyes weren't wide before, they were now. The combined form of Starrk and Lilynette was so strong others died just by their presence alone? Now it made perfect sense why Starrk was the top Espada. For a moment Ben wondered why he wasn't dead but quickly figured that Aizen must've taught Starrk how to control it.

"Because of that we were lonely. So lonely that our soul split in two just to escape the loneliness. I always envied the weak," Starrk said, drawing surprised looks from not just Ben but also from Harribel's group. Apparently Starrk had kept this unexpected envy to himself. "If you're weak, you can always find others to be around. I wanted to either become weak or find others who were as strong as me."

Harribel closed her eyes and her Fraccione looked at Starrk and Lilynette incredulously before softening to looks of empathy and understanding.

"One day, Lord Aizen found us amongst the remains of our latest victims," Starrk said. "Impressed with our power, he invited us to join him. He was strong, first person to talk to us without dying, we figured we might as well. Lord Aizen rescued us from the loneliness, so we owe him a lot."

Ben sat in silence as he took all of this in. He couldn't even imagine being so lonely. It sounded awful. At the same time it also said something about Starrk as a person; all that power and he would gladly trade it away to be with other people. Ben looked over at Lilynette now. When Starrk and Lilynette separated, did they both get an equal amount of their original power? Did Starrk get the majority of it since he was an Espada and she wasn't? How powerful was he now? And how powerful would he become if he rejoined with Lilynette?

"I had no idea," Apacci muttered.

"It's not like any of us actually talk about our lives before we met Lord Aizen," Lilynette snapped half-heartedly.

"Well life wasn't easy for us either, Lilynette!" Apacci retorted.

"Easier than us," Lilynette grumbled. "At least you four had each other."

Apacci clenched her fists and scowled at her, but she was unable to think of a decent response.

Sung-Sun sighed before facing her leader. "So…is it our turn, Lady Harribel?"

Ben looked over at the Third Espada, wondering what life must've been like for them before they met Aizen and why it was so bad.

"Yes," Harribel said. "Lord Aizen has told you that Hollows eat souls to fulfill the void within them, but there is more to it. When the void can no longer be sustained by human souls, a Hollow will start to eat his own kind."

Ben narrowed his eyes at this. Their hunger was so strong they'd start eating each other? Sounded a lot like Osmosians and their incredible hunger for energy. Despite his discomfort at how Hollows sustained themselves, Ben did feel sympathy for them. Hueco Mundo took survival of the fittest to a whole other level.

"Though Hollows are content to eat whoever they happen upon, women are targeted the most," Harribel said. Here her Fraccion's looks of discomfort came back, all looking anywhere but at their audience. "Back when I was a Vasto Lorde, the highest evolution of Hollow apart from becoming an Arrancar, I gathered other females into a group so we could increase our chances of survival."

"Your Fraccione," Ben figured. He was interested in learning more about this Hollow evolution. If Harribel had been a fully evolved Hollow before becoming an Arrancar, small wonder she was one of the top Espada.

"Correct," Harribel answered with a nod. "Together we fought off any attackers. Sometimes we killed if we needed to, but for the most part we simply chased our foes away. We never ate any of them."

Ben was surprised by this. "How come?"

Harribel looked Ben straight in the eye, making him lean back from her piercing gaze. "I did not wish to become stronger by sacrificing others."

"Lady Harribel once told us that there is no world without sacrifices," Apacci spoke up, her tone even but surprisingly soft.

"But if we force casualties on others," Mila Rose added. "We would sustain casualties of our own."

"That's why Lady Harribel decided that she'd rather win as part of a group if she couldn't defeat someone on her own," Sung-Sun explained.

"We were doing well for ourselves for quite some time," Harribel continued. "But then one day, we were attacked by an Arrancar who had a grudge against us back when he was a Hollow. We fought him to the best of our abilities but he was too powerful. He was about to finish me when Lord Aizen arrived and struck the Arrancar down. After apologizing for giving that Arrancar his power, Lord Aizen then offered for me to join him." Harribel looked over at her Fraccione. "In exchange I would be granted power. Power I could use to protect my subordinates without a sacrifice. I accepted and Lord Aizen then turned all four of us into Arrancar. I was placed among the Espada, and the others became my Fraccione."

Apacci, Mila Rose, and Sung-Sun all smiled at Harribel and Ben couldn't resist a smile of his own. After hearing all that, he definitely saw why those three were so devoted to Harribel. It also strengthened hos own beliefs about how decent they were. Sadly, it didn't help him figure out Aizen any better.

Ben decided he would focus on that in time. Right now he saw everyone was still a little uncomfortable with sharing such personal information, so he decided to make them feel better.

"Thanks," he said kindly to both Starrk and Harribel. "For sharing your pasts with me. I know it must've been hard."

Starrk just sighed, rubbing the back of his head. Lilynette gave Ben a small smile and Harribel's Fraccion looked a little more relaxed. But Ben could see the atmosphere was still pretty tense so he needed to lighten things up somehow.

"How about I tell one more story then we can start training?" He suggested.

"That sounds fair," Harribel said. "Do you already have one in mind?"

Ben had a feeling they were going to get a kick out of this story, which of course was his intent. "How about I tell you the time Gwen and I wound up switching bodies during our road trip?"

That certainly lifted the mood up. Harribel's Fraccione all stared at him in disbelief while Lilynette blinked once before bursting into laughter again.

"H-how did you do that?!" She asked.

Ben grinned as he felt the mood lift. "It was thanks to Gwen's archenemy, Charmcaster."

Lilynette's eye widened. "I remember her. She and that Hex guy were in the story with the Fountain of Youth!"

"Your cousin has an archenemy too?" Sung-Sun asked, mildly surprised.

Ben shrugged with a smile. "I can't hog all the bad guys now, could I? Grandpa Max took us to a place called Salem, Massachusetts." He decided to mercifully skip over the part where Max had them wear Pilgrim outfits. "We hardly got started when Charmcaster attacked us, so I went alien to try and stop her. For some reason she had taken an interest in my Omnitrix and tried casting a spell that would make us switch bodies. Unfortunately for her, Gwen got in the way and they wound up switching instead."

"Wait," Apacci interrupted. "I thought you said you and your cousin switched bodies."

"I did," Ben replied. "But I never said Gwen hadn't switched with someone else first."

Apacci grumbled at the misdirection.

"Anyway, Charmcaster managed to trick everyone into thinking she was Gwen and Gwen was her. Gwen, in Charmcaster's body, got taken away to juvie, kind of like a jail for underage criminals, while Charmcaster in Gwen's body tried getting me to tell her more about the Omitrix."

"You seriously didn't realize something was wrong with your cousin?" Mila Rose asked incredulously.

"Not at first," Ben admitted. "Course me and Gwen fought a lot back then so when she started asking me, so I thought she was just tricking and we got into what I thought was a typical fight. I started thinking something was up when "Gwen" suddenly started acting nice and offering to cook something for us. While we shopping for the ingredients, we wound up foiling a robbery. "Gwen" brought the lobsters to life and sent them on the robbers. I wanted to help them but "Gwen" said they needed to suffer. Later that night, when "dinner" was ready, Charmcaster trapped me with some of these rock minions of hers. Gwen managed to escape juvie and caught up with us. She started saying some things that only she would know, proving that she and Charmcaster had switched bodies. Before we could do anything, Charmcaster was able to cast the body-switching spell against with the ingredients she bought for "dinner". But she only got her own body back…"

"While you and your cousin wound up in each other's," Sung-Sun finished.

"Exactly. Charmcaster captured us and took us onto a ship while she tried to make the spell again. We needed to get Gwen's arm-my arm-free so that she could use the Omnitrix. Gwen told me she had some hand lotion in her, or rather my, back pocket. To get it out, Gwen needed to kick it out." Ben chuckled. "Painful but the fact that Gwen was kicking her own butt made it worthwhile."

Lilynette rolled her eye but she was smiling. "You two really didn't get along."

"We were kids, fighting with each other is what we do," Ben said. "Anyway, Gwen was able to get the lotion out and use it to get her wrist free. She tried turning into Four Arms but got Cannonbolt instead. Still, that was enough to get us free and we started fighting Charmcaster and her rock monsters. She cast the spell again Gwen but I got in the way, putting me and Gwen back into our proper bodies. Charmcaster got knocked out by Gwen and then sent to juvie. And if from what Gwen told me about her time there in Charmcaster's body, she was going to be in for a tough welcome. Then we didn't have to put up with her until the Fountain Youth and the Negative 10."

"The Negative 10?" Harribel asked.

"Ten of Ben's enemies forming a team against him," Starrk explained.

"And all of this happened during one summer?" Sung-Sun asked.

"At least I was one of the kids who could say his summer vacation wasn't boring," Ben said.

"True," Mila Rose said. "And you haven't started on your adventures when you were older."

"The stories will have to wait," Harribel interjected. "First we will train, then we can hear some more stories."

"Sounds good to me," Ben said as he stood up before nearly falling over. His legs had fallen asleep but he been so caught up in sharing stories that he hadn't noticed. He quickly rubbed his legs to put some feeling back in them. "Just give me a moment."

Lilynette and Harribel's Fraccion all chuckled at Ben's predicament, as he made a face at them in return.

"You guys have fun," Starrk said before falling back onto his pillows. Lilynette frowned at Starrk before running up and giving him a kick, causing him to sit up with a yelp.

"What was that for?!" He demanded.

"Because I felt like it," Lilynette told him before turning to Harribel. "So we ready to go?"

Harribel looked over at Ben to see if he was ready. Ben raised a finger to request a moment before standing straight up.

"Okay, I'm good." he said. "Let's go."

…

And so Ben, Lilynette, Harribel, and her Fraccione were back in the courtyard. Harribel and Lilynette stood off to the side, the latter of whom waited in anticipation, while Ben faced Apacci, Mila Rose, and Sung-Sun.

"Get ready, Tennyson!" Apacci called out as she removed her cufflinks, which unfolded into bladed chakrams.

"We admit that you have impressive skills," Mila Rose said as she unsheathed her sword. "But don't underestimate us simply because we're not Espada."

"Lord Aizen himself has acknowledged our teamwork as the greatest among Arrancar," Sung-sun said as a sai emerged from her sleeve. "Taking us lightly would be your downfall."

Ben grinned as he activated the Ultimatrix. "Alright. Bring it on!" He slammed the dial down.

Lilynette grinned as Ben was consumed by the all-too-familiar flash of green light. "This is gonna be good!"

 **End of Chapter**

 **Sorry there wasn't any action in this one but I felt that this chapter could take a break from fighting and focus a little more on Ben's interactions with the other characters. Hope you guys still enjoyed it. As always, special thanks to my friend Pyromania101 for proofreading my chapter. Thanks, man.**

 **I was originally going to do another Bigby's Den segment but I couldn't really think of anything to write about. I might wait until this volume is over. Not much to talk about really. For those of you reading my Snow Queen and the Winter Knight stories, I have not abandoned it. I'm planning out a remake as we speak so don't worry. I don't know when the remake will be posted but it will come. Just need to regain my inspiration a bit.**

 **Still having trouble coming up with a decent plot for a Ben 10/Fate Stay Night crossover. My buddy Diablo Ex Machina (Formerly known as Sallem Cortez 004) has given me some ideas for the Ben 10/Tenchi Muyo crossover though. Speaking of Diablo, would any of you happen to be good deviantartists or know someone who is? Diablo would like to know if there's someone who could make some fanart of his work.**

 **One last thing before I go. Last month, on the eighteenth, my cat passed away. We had taken him to the vet and learned his lungs had collapsed. He was only able to use one-fourth of their full capacity and they told surgery wasn't a guaranteed success and could possibly kill him anyway. Rather than let my poor cat suffer, I let the vets put him to sleep. I stayed with him to the very end. I remember when I first got him, all the way back in 2001 when he was a little kitten I got for my 11th birthday. I called him Flex because cats are flexible. Even after all these years, up until the 18th of February, he was still as energetic and as playful as he was when I first got him. I miss him so much.**

 **That's all I have for now. Hope you all enjoyed this chapter and I'll see you at the next one.**


	9. Prelude to Ultimate Heroes

**~Dancing through life, skimming the surface, gliding where turf is smooth. ~Life's more painless, for the brainless. Why think too hard, when it's so soothing…**

 **Oh! Hello, everyone. Sorry about that. I saw Wicked on tour earlier this month and I can't get the songs out of my head. Not that I really want to. I'm excited to learn they're making a Wicked film adaption but it's not gonna come out until 2019. I have to wait until I'm twenty nine before I can watch it. But you guys didn't come here to read about Wicked.**

 **Boy, it sure has been awhile hasn't it? I'm sorry for the late update again. I have actually been working on the chapter, but I kept having trouble getting myself motivated to write. Now, I'm sure you guys will have a lot of questions once this chapter's over so I'll save the conversations till the end. But let's get to the chapter. First, I do not own Ben 10 or Bleach. Also, I would like to thank Pyromania101 and Vandenbz for proofreading my fic.**

 **And now, on with the story**

 **Chapter 9: Prelude to Ultimate Heroes**

Harribel crossed her arms as Ben was engulfed by the green light, but she maintained a neutral expression. Lilynette was obviously eager to see how the fight would go, while Harribel's Fraccion were filled with determination to prove themselves to Lady Harribel and Lord Aizen, but they were also tense about facing someone who could fight on par with the Espada.

The light faded, revealing Four Arms, with all four of his arms, flashing everyone a smirk. Though she still appeared impassive, Harribel was intrigued. If her guess was right, this was one of the aliens that Tennyson used against Grimmjow. She wondered how well her girls would fare against such an opponent.

Lilynette on the other hand was thrilled. "Alright, Four Arms! Guess you were right, Ben!"

"Yeah, how about that," Four Arms said, grinning as he flexed all his fingers. He faced Harribel's Fraccion and took a fighting stance. "Bring it on!"

"No serious injuries, if possible," Harribel spoke up. Though it was debatable whether she was speaking for the sake of Ben or her Fraccion.

"Understood, Lady Harribel," Apacci said to her leader, before addressing her teammates. "Alright, let's show what this human what we can really do!"

"Who do you think you're giving orders to, Apacci?" Mila Rose asked dryly, though she prepared herself all the same.

"You're being pretty full of yourself," Sung-Sun added, though she brandished her own weapon for battle.

Four Arms clenched his fists tightly. This was it.

Apacci made the first move, using Sonido to appear before the Tetramand and lash out with her chakrams. Four Arms sidestepped, just managing to dodge her attack but then Mila Rose appeared right beside him, swinging her blade. He managed to dodge the blow when something else struck his leg, forcing him down on one knee. The attacker, Sung-Sun with her sai peeking out of her long sleeve, gave him a small but smug smirk of her own.

Seeing their opponent down gave Apacci confidence as she moved in for another strike. Thinking quickly, Four Arms scooped up some sand and threw it in her face. She screamed in outrage and indignation as she tried to brush the sand from her eyes. Four Arms took advantage of the opening to grab and toss her into her teammates, who only had enough time to widen their eyes before Apacci slammed into them. All three sprawled onto the ground in a tangled mess of limbs. Lilynette snickered at the state they were in.

Four Arms grinned, putting his hands on his hips. "Gonna have to do better than that."

…

"So he has experience fighting multiple opponents," Harribel noted.

Lilynette looked up at her. "You're not upset? Your Fraccione aren't doing too good."

"The training has only just begun," Harribel said in a matter-of-fact tone. "And if they do lose, this fight will serve as motivation for them to become stronger."

Lilynette couldn't help but smile. At least the Third Espada was a good sport about this. She doubted someone like Baraggan or Grimmjow would've been as considerate in regards to their Fraccione.

…

Back at the "battlefield" Apacci pushed her way out of the pile that was her, Mila Rose, and Sung-Sun, glaring daggers at the alien hero. "Don't think you've won!" she shouted.

Mila Rose and Sung-Sun got to their feet. "That was impressive," the latter conceded grudgingly.

"We can't give up," Mila Rose said tensely, narrowing her eyes at Four Arms. "We can't let Lady Harribel and Lord Aizen think their faith in us is misplaced."

"Of course not," Sung-Sun said, slightly irritated. "But we'll need to be careful."

Four Arms tilted his head and crossed both sets of his arms as he watched the girls talking amongst themselves. He brought two hands to his mouth. "Hey!" he shouted. "You three finished? Or are you ready for more?"

Rather than responding verbally, Apacci made the first move again. This time, though, she attacked by throwing one of her chakrams at him. The tetramand knocked the projectile to the side with a flick of his arm but winced at a sudden pain. He inspected his arm and spotted blood trickling down from a small cut. Four Arms had a feeling that if this had been a real fight; he might have lost his arm. Again. Maybe he should see if Aizen could make pieces of armor or something for him.

Apacci's grin grew, having managed to draw first blood. This time Mila Rose and Sung-Sun attacked simultaneously, forcing Four Arms on the defensive as he dodged their various strikes. Their goal wasn't to cut him up but there was always a chance that they might cut him up intentionally. Four Arms decided he didn't want to find out and leaped backwards, his strong legs allowing him to jump several feet away from his attackers. The three shot forward to attack him again but Four Arms was ready for them. He pulled his arms back and slammed them all together, unleashing a shockwave that blasted the girls backwards and into the ground.

Lilynette grinned, remembering when Four Arms used that attack against Grimmjow. Harribel's eyebrows shot up at the unexpected move. This alien really was a formidable force.

"Now I'm really getting pissed!" Apacci shrieked as she picked herself up for the second time.

"We're still going too easy on him," Sung-Sun said as she sat up. "Human or not, he's a capable fighter and right now he's making fools out of us in front of Lady Harribel."

Mila Rose sat down on one knee. "Which means we need to fight harder."

Apacci looked back at the others. "Think we should use _that_?"

Whatever _that_ was had to be drastic because Mila Rose and Sung-Sun's eyes widened.

"It could work," Mila Rose considered.

"That might be going too far though," Sung-Sun pointed out. "This is just a mere training session. We should save that for an actual battle. Besides, I'm not keen on showing Tennyson one of our deadliest abilities."

Apacci and Mila Rose frowned as they realized Sung-Sun had a point.

"What about releasing?" Apacci suggested.

"Not yet," Mila Rose replied. "We should save that for another session, allow us to catch him off guard."

"So what do we do?" Apacci demanded.

"He's good, and skilled, but not invincible," Mila Rose stated. "If we keep him pinned down, we can beat him without going all out."

Apacci grinned and Sung-Sun smiled behind her sleeve. All three looked back at Four Arms, who started feeling antsy from the wicked gleam in their eyes. Apacci then pulled back her fist, around which red energy was gathering.

"Not again," Four Arms groaned when he realized it was a Bala. He moved to dodge but the ball of energy was faster, the explosion from the attack knocking him off his feet. The moment the hero was airborne, Mila Rose appeared beside him and slammed her right fist into his abdomen. The blow was powerful enough to send Four Arms slamming back into the ground. _Hard_.

"Oof," the tetramand winced from both the blow and the impact. "Good punch," he muttered, rubbing his chest. Mila Rose grinned in response.

Just then, out of the corner of his eyes, Four Arms noticed what appeared to be the glow of a pink light. And it appeared to be glowing brighter. He turned his head in the direction of the light and saw that it was coming from an orb building up in front of Sung-Sun's right hand. She then raised her hand toward Four Arms and fired the pink light as a Cero. The beam struck the ground beside Four Arms but the force of the explosion was more than enough to make the hero airborne again.

"I'm starting to see a pattern here," Four Arms muttered in annoyance.

It was then that Apacci appeared and clotheslined the back of his head. The Arrancar pushed her arm, sending Four Arms back toward the ground. The wielder of the Ultimatrix thrust all four of his hands out as he was about make contact with the ground. The sand blasted around as he made impact but he was relatively fine. Regardless, the three Fraccion were filled with satisfaction at their newfound progress.

"Alright," Apacci pumped her fist. "As long as we keep our distance, we can win this."

Four Arms narrowed his eyes at the declaration, but he had to admit they had an advantage in terms of range. Then he got an idea that made him grin. It was time to have some fun with these three. He tapped the Ultimatrix symbol, and was bathed in green light once again. After the light faded a new alien was revealed: a small creature with swamp-green skin, green eyes, a tanned stomach, blackish green spots all over his back, sides, and tail, sharp teeth, and black claws.

Everyone was put off by this strange and altogether unimposing new alien.

"Who is this supposed to be?" Lilynette asked with a raised brow.

The small alien smiled at her. "Say hello to Upchuck!"

"Upchuck?" a visibly unimpressed Apacci repeated. "What's he gonna do? Throw up on us?"

Upchuck grinned at her. "Something like that."

Sung-Sung frowned at the hero's words. While she too was skeptical, she also knew he wouldn't have turned into this new form without a good reason. She just needed to know why.

Apacci decided to take the offensive. Red energy gathered around her horn before she fired it as a Cero. She aimed it off to the side, but then Upchuck surprised them all by jumping right in front of the blast.

"What are you doing?!" Apacci cried.

"Ben!" Lilynette shouted. "Are you crazy?! Get out of there!"

But Upchuck stood his ground. Everyone was convinced he was done for, before he did something they definitely didn't see coming. He opened his mouth, which seemed to expand wider than his body, and the Cero disappeared inside, Upchuck's body expanding in response. This action left the Arrancar utterly stunned. Upchuck had eaten a Cero! And the surprise didn't end there when Upchuck opened his mouth and fired Apacci's Cero right back at her! She and her teammates scrambled to avoid the incoming attack.

Upchuck put his hands on his hips. "How was that?"

"Interesting," Harribel said. "So it seems Chromastone isn't your only alien who can absorb and redirect energy. I heard my predecessor had a similar technique where she could eat a Cero and then fire it back at her opponent while combining it with her own."

"Huh?" Upchuck turned toward her. "Predecessor? You mean, someone else was the Third Espada before you?"

"Yes," Harribel answered him. "Out of all the Espada, only Aaroniero remains of the original group."

That surprised Upchuck. How many Arrancar had Aizen gone through before his current Espada?

His musings were interrupted when something struck the side of his head and sent him flying across the sands yet again. The tiny eating machine bounced along the ground before skidding to a stop. Upchuck moaned as he picked himself up. "Did anyone get the number of that truck?" he mumbled.

"Did you forget about us?" Mila Rose asked, lowering her leg after she had kicked Upchuck. She and her teammates surrounded their small opponent.

"So this guy can eat energy attacks, huh?" Apacci commented.

"Let's see how well he does against physical attacks," Sung-Sun suggested.

"Prepare yourself!" Mila Rose shouted. With that, the three charged at him again.

Surprisingly, Upchuck stood his ground, shifting his stance as the three got closer.

Off to the side, Harribel narrowed her eyes, wondering what the shape-shifting hero was up to. Did he really expect to fight them as he was? Was this Upchuck form more capable of combat than his appearance led one to believe?

Just as the three were about to attack again, Upchuck opened his mouth, unleashing four long tongues, which then wrapped around his opponents. They had little time for register this development before, with deceptive strength, the tongues pulled them toward Upchuck. They only had enough to realize what the alien was up to before all three disappeared into his mouth, Upchuck's cheeks swelling to massive proportions.

Harribel and Lilynette stared at the spectacle, uncertain if what they saw really happened. After a moment, when she saw that yes, it had happened, Lilynette burst into a fit of laughter, falling over and kicking her legs wildly.

Upchuck gave a smile of contentment. "That really hit the spot." It was hard to tell if he was joking or not.

Suddenly Upchuck's cheeks began wiggling wildly. The gourmand lurched to the right, to the left, backwards, and forwards.

Lilynette stopped laughing when she saw Upchuck's strange behavior. "Are you okay?"

Upchuckle tried to speak when a pair of hands popped out of his lips and started to slowly pry his mouth open. Apacci's head popped out and she looked absolutely livid.

"Let us out!" She howled.

Upchuck shrugged before heaving and then spewing out Apacci, Mila Rose, and Sung-Sun. Despite being covered in green saliva, the three were completely unscathed. The sight was more than enough to reduce Lilynette back to hysterics.

"That," Sung-Sun muttered, "Was disgusting."

Apacci rounded on Upchuck, the look on her face screaming bloody murder. "I'm gonna make you pay!" She made to attack but froze when Upchuck opened his mouth a crack. She was in no hurry to go back in there.

"That was great!" Lilynette chortled. "Upchuck can sure pack in a lot. Where does he put it all?"

Upchuck scratched his chin. "I don't really know. Never really thought about it."

Just then Upchuck's stomach let out a gurgling sound. The gourmand looked at his belly, blushing. "Guess I'm getting a little hungry."

In fact, when was the last time he had eaten? Before he got sent to Hueco Mundo? He had been so caught up in everything that he hadn't noticed. So his body finally decided to remind him.

"You're lucky you don't taste very good," Lilynette couldn't resist ribbing Harribel's Fraccion. Needless to say, they were not amused.

"Then that will end our training for now," Harribel said, uncrossing her arms. "We will head back and get some food." She walked over to her Fraccione, who flinched when they realized she was coming over. They were so ashamed of the humiliating defeat they had been dealt. How could they have left one human make complete fools out of them?

"You three fought well," Harribel told them encouragingly, causing them to look up at her in surprise. "Use this experience to help you improve yourselves."

They lowered their heads respectfully to their leader. "Yes, Lady Harribel," They said at the same time.

Harribel looked over at Upchuck. "You also fought well."

Upchuck smiled, rubbing the back of his head. He then tapped the Ultimatrix symbol and turned back into Ben. The moment he changed back, his stomach let out another growl, making him blush.

…

"So," Ben said once they had returned to Las Noches. "What do you guys eat around here?" He fought the urge to add 'Aside from the whole soul thing'.

"Lord Aizen has been building Las Noches from under the Soul Reapers' noses for some time now," Harribel replied. "He also made sure to bring in supplies such as food that could make this place inhabitable once he left Soul Society. If you're wondering, yes, Arrancar are capable of eating human food."

Despite the unlikeliness of the possibility, Ben couldn't help but ask. "Do you guys have chili fries or smoothies?"

That got him a look of confusion from the rest of the company, confirming his suspicions.

"What are those?" Lilynette asked curiously.

"They are among the greatest inventions that humankind has ever created, Lilynette," Ben said, throwing an arm around the young Arrancar's shoulder. "Maybe if we find some way to have you guys visit my universe, I can treat you to some."

The Arrancar could see he was exaggerating but they wondered how good these items were for Ben to sing their praises.

"I'm afraid we don't have any of those," Harribel informed him apologetically.

Ben shrugged. "It's okay. I had a feeling you probably didn't but I wanted to be sure. So where do we go to eat anyway?"

"We usually have servants bring the food to our chambers," Harribel told him. "Apacci, you and the others go back to the room. I'll join you shortly."

Apacci, Mila Rose, and Sung-Sun were startled by this order. They weren't keen on having Ben Tennyson in their quarters. But, Lady Harribel wanted them to try and get along.

"Yes, Lady Harribel," Mila Rose complied. She eyed the others. "Come on."

Ben and Lilynette shared a surprised glance. They honestly hadn't expected to be allowed in another Espada's chambers. But they decided they might as well since Harribel offered, and thus followed after her Fraccion.

…

Ben was amazed once he entered Harribel's palace. They had a balcony with a great view over the courtyard, which probably explained how Apacci and the others had been able to find him so easily.

Not seeing any chairs, Ben sat down on the floor, Lilynette sitting beside him. Apacci leaned against the wall, Mila Rose rested her arms on the balcony, and Sung-Sun simply stood there, staring off into space. An awkward silence filled the room, nobody daring to make the first move.

Finally Ben decided to take a chance. "So, what do you three and Harribel do to pass the time?"

The three were put off by the sudden question. "Pass the time?" Sung-Sung asked.

"Yeah, like, what do you three do for fun?"

Apacci scoffed. "Fun? We're about to go to war against Soul Society! We don't have time to do things like fun!"

"Come on, Apacci," Lilynette said defensively. "Lighten up." Then she gave the other girls a devious look. "Or are you still upset that Ben made you look stupid?"

Apacci growled in annoyance. Mila Rose and Sung-Sun shot Lilynette their own dirty looks but theirs were far more subdued, admitting that she had a point.

"To be fair, they got some good hits in," Ben said in their defense, rubbing where he had gotten hit.

"And then you ate them!" Lilynette reminded him.

Apacci's clenched fists shook and her face was slowly reddening, looking ready to explode. Ben was about to try and intervene when the door opened. Harribel entered, followed by a male Arrancar pushing a serving cart containing several domed platters, cups, and a pitcher. Apacci's anger immediately evaporated once her leader came in. If Harribel was aware of what almost happened before she arrived, she showed no sign of knowing. The other Arrancar, no doubt a servant, began pouring water from the pitcher into the various cups. Once he was done, he removed the domes from the plates, revealing various fruits, vegetables, and bread.

"I wasn't sure what you would like to eat from what we have available," Harribel explained to Ben.

"It's okay," Ben said appreciatively. "Food's food and I'm not gonna be picky. Besides, after a summer of my grandpa's cooking, I could probably eat anything. Well, almost anything."

That earned a chuckle from not only Lilynette but also Apacci, Mila Rose, and Sung-Sun, who quickly realized what they were doing and cut their laughter short with minor blushes. But it hadn't gone unnoticed by Ben and he smiled.

Harribel noticed this too and she was glad to know that, in a small way, progress was being made. "You can leave the tray here," Harribel informed the servant once he was done setting up everything.

"Yes, Lady Harribel," The servant bowed before leaving.

"Help yourselves," Harribel then told the others. Ben and the girls got up and started filling their plates. Once everyone had food and a drink, they sat back down.

"Unless Lord Aizen has need of you, we will train later," Harribel said after everyone was settled in and started eating. Ben noticed that she didn't take a plate or cup and wondered why.

Just then Ben let out a involuntary yawn.

"Sounds like you're getting sleepy, Ben," Lilynette said.

Now that she mentioned it, Ben was starting to feel pretty worn out. What time was it? Did Las Noches even have a set time? It seemed like it was always night out there. How long had it been since he got here?

"Perhaps you should go rest once you're finished," Harribel said.

"Sounds good," Ben agreed before letting out another yawn. He drank some of his water to help him stay awake.

"Well, Ben," Lilynette said. "Since there's nothing else to do, why not tell us about some more of your adventures?"

Ben chuckled. "Why didn't I see that coming?" But he decided that he might as well to pass the time and tried to think of what story to tell them. "How about I tell the time I first put the Omnitrix back on when I was fifteen."

Since the girls still barely knew about his adventures, they didn't see any reason not to hear this story. "Sure," Lilynette answered.

"Well, after I finally managed to get the Omnitrix off when I was eleven, life was pretty peaceful," Ben began. "No evil alien warlords trying to conquer the galaxy, no criminals that the police couldn't handle on their own. I was just a normal kid and it actually felt pretty nice."

"You didn't miss turning into aliens and being a hero?" Apacci asked despite herself.

"I won't deny that there were times I missed being a hero," Ben admitted. "But I guess the fact that I could actually have fun without some bad guy ruining my day was too good for me to just give up. Well one day, after I helped my soccer team win the big game, I went to go show my grandpa my medal. But when I got to the Rustbucket, he wasn't there. Instead there was a DNAlien. I managed to scare him away and found a message from my grandpa. It sounded like he was in trouble and I might need to put the Omnitrix on again. But I was so used to having a normal life that wearing it again felt strange to me. I went to go find Gwen and see what she thought I should do. She said it was my choice.

"We then ran into a friend of our grandpa's, a high-ranking plumber named Magister Labrid. He was helping my grandpa investigate possible alien activity before Grandpa went missing. After teaming up, we went to a train yard where a deal was going down. Kevin, who I hadn't seen since we were kids, was brokering a deal between the DNAliens and the Forever Knights. For some reason, the DNAliens were supplying the Forever Knights with these weapons called Laser Lances. I never really understood why but I'm guessing they were trying to use the weapons dealing thing to hide what they were really doing on Earth. Or they needed the money to buy better resources for their own plans. Anyway, Magister Labrid decided to arrest them and we got into a fight. I put the Omnitrix on and it recalibrated, giving me a whole new set of aliens. I turned into Swampfire and as I was kicking butt," Ben smiled fondly. "I started to remember how great it felt to go hero. The Forever Knights and DNAliens managed to get away but we captured Kevin. After getting him to work with us, we tracked down the Forever Knights at one of their castles. We destroyed the alien tech Kevin had given them but Magister Labrid was fatally wounded during the battle." Ben became downcast. "He died but we were determined to finish his case. We owed him that much."

Harribel felt a wave of sympathy for Ben. To constantly be exposed to such things at such a young age and still be willing to press on. He had a strong spirit and an incredible will.

"We were able to track the DNAliens down to a mine where they had hidden a spaceship," Ben continued. "Gwen was able to sense that Grandpa had been there, but not recently."

"Sense?" Mila Rose noticed. "How did she sense it?"

"Oh, Gwen's part alien," Ben said casually. "Our grandmother turned out to be an energy alien called an Anodyte who can manipulate mana, kind of like our universe's version of spirit energy, and Gwen inherited the same powers."

 _This_ caught everyone in the room by surprise.

"Wait, doesn't that make you part Anodyte too?" Sung-Sun asked, noticing how Ben specifically said his cousin was part alien.

Ben made a face of uncertainty. "I'm not really sure. According to Grandma, only descendants who inherit "the Spark" have Anodyte heritage and powers. And I apparently don't."

"So since you don't have this Spark, you are a regular human?" Harribel inquired.

"Yep," Ben said with a nod, and then he paused. "At least I _think_ so. To be fair, I never really tried to find out."

Apacci slumped. "Do you ever bother to learn _anything_ or do you just constantly wing it?"

Ben grinned at her. "Hey, it's worked for me so far. And if it's not broke, don't fix it."

Apacci groaned, rubbing her head in annoyance at how laid back he was about this.

"We're getting off track," Lilynette said abruptly. "Let's get on with the story."

Ben shrugged. "Fair enough. Well, I decided to complete Grandpa Max's and Magister Labrid's mission. We got onto the DNAliens' ship, fought them off and destroyed their Laser Lances before we ran into their leader, a Highbreed. That guy was tough, possibly as strong as Vilgax. I held him off while Gwen and Kevin escaped. The guy wasn't pleased that we "lower lifeforms" were ruining his plans, going on about how he needed to relocate his ship and sterilize the whole area."

"Sterilize?" Sung-Sun asked. Ben's eyes narrowed.

"Kill all living beings within a five mile radius," Ben said coldly.

"Geez," Lilynette breathed. "I know you said these guys hated other life forms but doing that just so that they could move their base?"

"Yeah," Ben said darkly. "He threw me off the ship after he got it out of the mine but Gwen managed to save me. The Highbreed was about to destroy the town, activating some laser that was destroying everything in its path. I managed to get onto the ship's engines and destroy them. The ship went out of control and crashed into a mountain. As you can see, I managed to get off in time."

"Must've been close," Lilynette said.

"You have no idea," Ben agreed. "Seems I'm always escaping an exploding ship in at least one adventure."

"At least you defeated the Highbreed," Harribel said, though Ben's story made her curious. It sounded like the Highbreed and his minions didn't survive the crash. Ben was willing to kill his enemies if it meant saving others, so why, when he first met Lord Aizen, had he asserted that he wouldn't kill anyone in cold blood. Obviously something happened but she couldn't figure out what. There was a lot more to this boy than they realized.

But she decided to put that away for now. Perhaps when they were able to fully trust each other, she would try and find out.

Once they were all fed and watered, they stacked their plates and drinks on the cart. Ben let out another yawn. "Time for us to head back, Lilynette."

"Sounds good to me," said Arrancar replied as she stretched.

"I'll escort you back as I return the dishes," Harribel offered. "I don't want to risk Grimmjow or Nnoitra trying to go behind Lord Aizen's back again." She looked over at her Fraccion. "Wait here."

The three nodded respectfully. "Understood, Lady Harribel."

Harribel took the cart and pushed it out the door, Ben and Lilynette following after her.

…

Soon they reached Starrk's chambers.

"Thank you for the food, Harribel," Ben said politely.

"Thanks," Lilynette said, not wanting to appear ungrateful.

Harribel nodded to them. "Again, you did well against my Fraccione, Tennyson. But be prepared, I might allow them to not hold back as much next time."

"Sounds good," Ben said confidently. "I'd like to see what they can really do."

"I'll keep that in mind," Harribel said. "Take care until then." And she left.

"Eh," Lilynette said once Harribel was out of earshot. "I still think you can take them. I mean, they're small fries compared to an Espada. Why would they give you any trouble?"

"Don't be sure, Lilynette," Ben said. "You'd be surprised by how some of my enemies got the upper hand because I didn't take them seriously."

Lilynette huffed, still certain Ben could handle Harribel's Fraccione but at the same time, knowing that he wasn't exactly wrong.

When they got back inside, they noticed extra pillows and a bed against the wall. Next to it was a stack of papers resting on top of a desk. Starrk slowly stirred.

"Oh, you're back," He said nonchalantly. "Loly and Menoly came by earlier. The bed and other stuff are for Ben. Lord Aizen left a note for him with those papers."

Curious, Ben went over to the desk and picked up the paper on top of the stack. However, when he looked at the paper, he discovered it was written in Japanese.

"What's wrong?" Lilynette asked, noticing his look of frustration.

"Heh," Ben looked at her sheepishly. "I can't read this."

"Why not?" Lilynette asked.

"I only know how to read English," Ben admitted.

Starrk and Lilynette's eyes widened. "But, how do you understand what we're saying?" the latter asked. "We're speaking in Japanese."

"You are?" Ben asked in amazement. He was first confused but then comprehension dawned on him. "The Ultimatrix has a built-in translator, I guess it was active before I got here or something," Or maybe Azmuth had activated it when he was upgrading the Ultimatrix.

"That would explain it," Starrk said. "Huh. Pretty sure if Lord Aizen had known, he would've written it in English for you."

Lilynette snatched the paper out of Ben's hands and began reading it. "Oh! Lord Aizen says he's made you a map of Las Noches to help you find your way around better, and he's left notes about the 13 Court Guard Squads. He believes it'll be easier than always pulling you from one place to another."

"That's certainly handy," Ben said as he looked over the papers. He frowned when he realized they were all in Japanese. Lilynette noticed his look of frustration. "I'll read it for you," she volunteered.

Ben smiled appreciatively. "Thanks, Lilynette."

"No problem," the Arrancar said with a wave of her hand. She took the papers and began reading. "Okay, now it says here that there are twenty numbered ranks within the 13 squads, the lower the number, the higher the rank. Lord Aizen believes that you'll probably just need to worry about the captains, who are the most powerful officers, and the lieutenants, who are the second most powerful. They're kind of like Fraccione to the captains."

Ben nodded as he absorbed this information.

"The captain of Squad 1 is Captain Commander Genryusai Shigekuni Yamamoto," Lilynette read on. "He's also the one currently in charge of the Soul Society itself and can command the rest of the thirteen squads. Lord Aizen says he's really powerful and his zanpakuto Ryujin Jakka, is regarded as the deadliest zanpakuto in all the squads. It lets him create and control powerful flames, fitting its release command," here Lilynette gulped. "Reduce all creation to ash."

Ben found himself shivering. "That sounds pleasant," he said with obvious sarcasm.

"Lord Aizen stresses to be really careful if you were to face him, even recommends that unless you have an alien that actually could fight him, then stay away from him."

Ben cupped his chin. A fire zanpakuto huh? Water Hazard or Big Chill might work. Then there was always Heatblast or NRG. _Possibly_ Ultimate Big Chill.

"The captain of Squad 2 goes by the name of Sui-Feng," Lilynette read on. "She's also the commander-in-chief of something called the Stealth Forces. Looks like it's some sort of covert ops assassin group. It says her Flash Step is the greatest out of all the captains and she's really good at hand-to-hand combat. Her zanpakuto, Suzumebachi, has the ability to kill people with poison. According to this, whenever she stabs someone with her blade, it leaves a butterfly mark. If she hits the mark twice, the victim will die."

Ben blanched. A sword that could kill someone in two moves? While the obvious counter would be not to get hit in the same spot, or hit at all, that was easier said than done if she was the fastest of Soul Society's captains. Aliens with ranged attacks or intangibility sounded best against her.

"Squad 3 was Gin's division so it looks like you don't need to worry about a captain from there," Lilynette switched to another note. "Captain of Squad 4, the healing division, is Retsu Unohana. Lord Aizen says that Unohana will probably focus more on tending to the wounded in battle and you'd probably want to avoid fighting her."

"Squad 5 was Lord Aizen's division," Lilynette skimmed over. "The Captain of Squad 6 is Byakuya Kuchiki. Kinda paraphrasing here but it sounds like Lord Aizen's saying this Byakuya guy's really stuck up and looks down on people he thinks are beneath him."

Ben frowned, already not liking whoever this guy was.

"His zanpakuto is called Senbonzakura," Lilynette whistled as she read the description. "It has the power to scatter into a thousand blade fragments that Byakuya can control remotely with his hilt. He's also almost as fast as Sui-Feng, a great tactician, and really good at Kidō. Lord Aizen really wants you to be careful around him."

Ben figured that a lot of his more durable aliens like Diamondhead or NRG were better suited against this guy. Of course any of his aliens with intangibility would be useful just like they would against Sui-Feng. Lodestar might work.

"The captain of Squad 7 is Sajin Komamura," Lilynette told him. "Aside from being one of the physically strongest captains, his zanpakuto, Tenken, allows him to summon gigantic armored body parts that mimic whatever move he does."

Giant body parts that copied the captain's movements? Ben considered that. If the parts copied the captain's movements, it sounded like he needed to go for the captain himself. But he had a feeling the giant parts weren't going to make that easy.

"The captain of Squad 8 is Shunsui Kyoraku. Like Starrk he's really laid back," Lilynette shot a look at Starrk. "More like really lazy." Starrk waved his hand halfheartedly, as if confirming what Lilynette said. His counterpart rolled her eye before looking back at the note. "But he's actually a really good strategist and combatant. Katen Kyokotsu is the name of his Zanpakuto and is one of the few dual zanpakutos."

"Dual?" Ben repeated. "He's got two? Do they have separate powers or do they share the same ones?"

"Looks like they share the same power," Lilynette said. She narrowed her eye, as if checking to see if what she was reading was accurate.

"What's wrong?" Ben asked.

"I," Lilynette started. "I don't understand this. But it says that Katen Kyokotsu's special power is to…create games that both Kyoraku and his opponent have to follow."

Ben made a face. "Games?"

"Yeah, games," Lilynette said. "Lord Aizen says that he himself doesn't know the full extent of these "games", how many the zanpakuto can make, if it even has a limit, but he thinks your wide variety of aliens should be able to counter what games you actually have to play against him."

"That makes me feel so much better," Ben muttered, feeling the exact opposite.

"Squad 9 was Tōsen's division while Squad 10 is led by Toshiro Hitsugaya. Like how that Yamamoto guy can control fire with Ryujin Jakka, Toshiro's zanpakuto, Hyorinmaru, can control ice."

Ice, huh? Swampfire, Heatblast, or NRG for sure.

"Squad 11 is led by Kenpachi Zaraki. Like Grimmjow and Nnoitra, he loves fighting and is always seeking out good opponents. Lord Aizen thinks he'll definitely go after you."

"Oh great, another one," Ben groaned, resting his head in his arm.

Lilynette chuckled before continuing. "Zaraki's zanpakuto is different from the others. Even though it's always in its released state, it's only because Zaraki has no control over his spiritual power. He doesn't actually know his sword's name or what it can do, but he's so strong that it hardly matters."

Ben stared. A guy who couldn't use his sword's powers but was still a captain because he was just that strong?

"Zaraki also wears an eye-patch that suppresses his spiritual power.

"Squad 12's captain is Mayuri Kurotsuchi. A scientist who will probably try to experiment on you if he has the chance."

Ben let out a bigger groan. First a Soul Reaper Nnoitra/Grimmjow and now a Soul Reaper Szayel? This couldn't get any worse.

"As a scientist, Kurotsuchi specializes in studying his enemies and then creating proper counter-measures. He also experiments on himself and can give his body a variety of different modifications. His zanpakuto, Ashishogi Jizo, has the ability to paralyze anyone who is slashed by it by affecting nerve impulses, although the paralyzed are still able to feel things like pain. Lord Aizen recommends taking down Kurotsuchi quickly before he has time to counter your aliens. He also recommends keeping some of your aliens in reserve so that you can take Kurotsuchi by surprise."

Considering that Ben was already doing that with his allies, he felt he was decently prepared if he ever went up against this captain. Mostly anyway.

"The captain of Squad 13 is Jushiro Ukitake. He's a well-meaning man but willing to fight if necessary. His zanpakuto, Sogyo no Kotowari, another dual type, is similar to Chromastone in that they can absorb energy attacks and redirect them back at enemies."

Ben fell onto the bed as he processed all that information. These guys had some really dangerous powers, plus the notes said they were good at other things like Kidō. And if his training with Tōsen, Gin, and the Arrancar was anything to go by, his upcoming fights were not going to be like anything he had ever faced before.

Ben felt his eyelids grow heavy, sleepiness starting to fog up his mind.

Lilynette noticed this and smiled sympathetically. "Guess you finally wore yourself out."

"Yeah," Ben said weakly. "I've had a long day." He yawned. "At least, I think it's been a day."

Lilynette nodded. "Get some sleep, Ben. I'll see you whenever you wake up."

"Night, Lilynette," Ben mumbled as he turned over and drifted off to sleep.

"Night, Ben," Lilynette said back.

"How come you tell him goodnight but you hit me when I try to sleep?" Starrk asked. Lilynette proceeded to kick him in response.

…

Aizen sat in the throne room, waiting for Ulquiorra and Yammy to return from the mission he had sent them on. Despite the _very_ valuable addition to his forces, there was someone else he had been focusing on; a certain Substitute Soul Reaper. And he had sent the two Espada to see how well he was progressing with his power. While he waited, Aizen's mind drifted back to his newfound ally. Starrk had informed him that the boy was sleeping and Aizen decided to let him rest. Once he woke up Aizen would work out a schedule to better manage his training. He also needed to check with Szayel to see if he could create something that Ben could use to protect himself if he was unable to use the Ultimatrix.

While still thinking of Ben, Aizen wondered if he would be able to make good use of the notes he made regarding the 13 squads. He knew they were a bit lacking, especially since he hadn't even covered the bankai for the various captains or the talents of their lieutenants, but he wanted to see how well Ben could do with only a little information and his own ingenuity. Szayel, Kurotsuchi, and Kisuke Urahara weren't the only ones who liked to experiment.

Aizen became aware of Ulquiorra and Yammy entering the throne room. He noticed that Yammy was missing his left arm. It seemed something interesting had happened in the world of the living.

"I have made my return, Lord Aizen," Ulquiorra stated.

"Welcome back, Ulquiorra," Aizen greeted his Espada. "Yammy. You may now begin your report."

"Yes, Lord Aizen," Ulquiorra said as he reached towards his eye. "For something unexpected occurred during our mission."

Aizen's interest was caught. Unexpected?

…

Meanwhile, observing all of this was none other than the man who had sent Ben to Hueco Mundo in the first place. Nobody knew his real name save for those he allowed, but most people he encountered knew him by the name of Thorn.

"Well, well," Thorn said as he watched events play out. "Paradox, you rascal. I never thought you'd have it in you. Oooh, Aizen and Soul Society both better get ready; this thing's been taken to a whole new level!"

 **End of Chapter**

 **Now that we're at the end of the chapter, I believe some explanations are in order. First off, I want to warn everyone that I won't be online very often until the 28th of June. My data is almost used up so unless I'm in places with wifi, I'll be staying offline until this coming Tuesday.**

 **That aside, Bleach: Ultimate Alien is about to undergo a multicrossover arc, Ultimate Heroes. I'm collaborating with my pal the Incredible Muffin and his story Unlimited Justice. For those of you who haven't read it, it's a Ben 10/Justice League crossover. Right now he's in part 2 of the story, where the narration switches over to Ken Tennyson, son of Ben 10 and Supergirl. His latest chapters explain things a bit more but now that mine is finally out, the two of us can balance our stories better. Also, since we're collaborating, Incredible Muffin might appear in my next A/Ns to give commentary.**

 **Now, Incredible Muffin and I have been planning this for some time but we kept it under wraps to surprise everyone. We were initially going to use the original version of Bleach: Ultimate Alien but we found that we could make more of a story using the remake. I've also mentioned that I was going to do a multicrossover with Blazorna Ibara's story too wasn't I? The idea is that me and Incredible Muffin will do Ultimate Heroes first, then Blazorna and I will do our crossover.**

 **Now that that's out of the way, time to address some of the things regarding Bleach: Ultimate Alien itself. Some people are worried that Lilynette is going to get a crush on Ben due to how much time they're spending together. I just plan on the two having a good friendship, possibly developing a sibling bond.**

 **Also, to Red John, who raised some good points in his review regarding me having Ben say he won't kill someone in cold blood, using the Ultimate Kevin arc as an example. Personally I felt that arc was poorly handled and probably my least favorite in the whole series, mostly because of what an asshole Ben was during the last episodes. Maybe if they had it where Ben was more like "I'm sorry, Kevin, I wish there was another way", I'd sympathize a little more. Granted Kevin was being a complete monster but Ben didn't seem to feel anything regarding the fact that he was about to kill his best friend and being harsh on Gwen.**

 **I'm guessing Dwanye McDuffie was trying to make it that Ben was steeling himself for what he needed to do, but turned him into an unapologetic jerk instead. I'll try and address this within the story itself and hopefully provide a better explanation. Also, Red John, about some of your suggestions for me in your previous reviews. I won't give any spoilers but you're closer to what I have planned than you realize. Great minds think alike. I'm also gonna try to keep Ben telling stories about his adventures to a minimum but since there's a lack of actual activities in Las Noches, it might pop up more times than I intend. Course Ben finding ways for the Arrancar to have fun makes an interesting subplot. For those of you who are eager to see Harribel and Ben start falling for each other, the romance will come but right now they don't have enough going on between them for it.**

 **Phew, I'm sure glad I finally got all that off my chest. Well, that's all I can think of for now, time for me to call it a day. So long everyone, see you in our next chapter and I hope you enjoy the Ultimate Heroes arc.**


	10. Ultimate Heroes

**Disclaimer: Ben 10 and Bleach do not belong to me.**

 **I would like to gives thanks to both Vandenbz and Pyromania101 for proofreading my work. I appreciate all the work you do and have done for me.**

 **Ultimate Heroes**

Aizen waited patiently, though intrigued, as Ulquiorra proceeded to pluck his right eye straight from its socket. If it were anyone else, this procedure would be far more graphic and gruesome, but Ulquiorra possessed a unique and very useful ability. The Espada then held out his eye. "Use what I have witnessed as you see fit," he said before crushing it.

The organ in turn became dust that scattered around the Arrancar gathered. Soon, all of them were filled with the mental images of everything Ulquiorra had seen and felt during his expedition to Karakura Town with Yammy. This was Ulquiorra's Solita Vista. As the images filled his head, Aizen could say, with complete honesty, that he was _not_ prepared for what he was about to witness. Ulquiorra and Yammy had entered the human world and encountered some of Kurosaki's allies, Orihime Inoue and Yasatura Sado.

The latter tried to fight them and was severely wounded for his troubles, forcing Inoue to focus on healing him. Kurosaki himself showed up to aid them, now revealed to be the one responsible for the removal of Yammy's arm. At first Aizen hoped to see if the Substitute Soul Reaper had improved since he last saw him, only for something truly unexpected to take place. A masked stranger arrived, choosing to fight Yammy in Kurosaki's place while the boy tended to his friends. The stranger actually did very well against the Tenth Espada, though through the Solita Vista Aizen could literally feel that Ulquiorra himself wasn't impressed. Yammy and the stranger seemed evenly matched but Aizen was skeptical that this newcomer was going all out. Afterwards Kisuke Urahara and Yoruichi Shihoin arrived on the scene. With the odds stacking against them, Ulquiorra had decided it was time for him and Yammy to leave. While Aizen thought it was a pity that he didn't see any progress Kurosaki had made, what _did_ happen was just as intriguing.

"Well now; interesting indeed." Aizen's eyes slowly opened, a contemplative look on his face. "I think I understand what's going on now. Or at the very least, a high guess."

The Arrancar turned towards their leaders, looks varying between curiosity and confusion on their faces.

"First our dear guest Ben Tennyson shows up in our midst," Aizen mused, "And then this new person has appeared in Karakura Town, an ally to Kurosaki it seems. Considering the fact that Ben told us someone had sent him here, it is possible this same person is responsible for the presence of Kurosaki's ally."

"But for what purpose, Lord Aizen?" Szayel asked.

"That's the question isn't it?" Aizen said, his mouth forming into a small smile. "There are several possibilities, but at this moment, I believe the person behind all of this is doing it solely for the sake of entertainment. They're playing a game and we are the pieces."

Several of the Arrancar scowled at this, clearly not liking the idea of someone toying with them for some twisted sense of amusement.

"What kind of shit are you trying to pull, Ulquiorra?!"

Said Arrancar turned his head to the addressee, who was none other than Grimmjow, sitting amongst his Fraccione. "Grimmjow."

"How stupid are you?" Grimmjow demanded with a sneer. "You had orders to kill the Soul Reaper right? You had the chance to kill him while that masked guy was trashing Yammy." His sneer grew into a feral smirk. "If it was me, I would have taken them down in one blast."

"I agree," Shawlong said, standing up. "While we have yet to see the scope of their abilities, the Soul Reaper and this other human have shown potential as threats. Even if they are deemed worthless, they are still our enemies. Wouldn't it be just as worthless _not_ to kill them?"

"Hey!" Yammy spoke up, indignant at Grimmjow's degradation of him. "Don't go talking trash when you have no idea what's going on, Grimmjow. I got some shots on the masked guy, too. Plus he got help from that sandal guy and the dark bitch."

"So what?" Grimmjow countered, smirking at the larger Arrancar. "Like I said, I would have gotten them all with one blast."

Yammy snarled as he got up. "Oh yeah? Why don't you tell that to the Tennyson kid?"

Grimmjow's face turned sour, his eyes narrowing. " _What_ did you say?"

"That's right!" Yammy was now the one smirking. "I heard he was knocking you around too and the only reason you were winning was because he chose the wrong alien. Wonder how long you would have lasted if he had used a different one."

Grimmjow grit his teeth, casting an eye over at Nnoitra, who was also sporting a smaller smirk of his own. Had that bastard been lying about how his fight with Tennyson happened? Grimmjow swore he'd get back at the Fifth Espada. Severely.

"Enough," Ulquiorra said, deciding to intervene before their pointless bickering worsened. He faced the Sixth Espada. "Grimmjow, if I had attempted to kill the boy, no doubt his allies would have protected him. It would have been a waste of time and effort."

Grimmjow scoffed. "Don't lie to me, you bastard. The truth is you got scared because you were outnumbered and ran away. You didn't even learn anything about the kid. What if he proves to be more of a threat then you realized, huh? What if that masked guy was holding back his true power? What the hell will you do then, Ulquiorra?"

Ulquiorra was completely unfazed by Grimmjow's prodding. "Then I will deal with both of them when that time comes. You can't possibly complain now, can you?"

"Of course not," Aizen said, drawing everyone's attention on to him. "While I am disappointed that I wasn't able to see Kurosaki's capabilities, it was due to forces beyond your control. But I am content with leaving this to you, Ulquiorra. Try and find out what both Kurosaki and this new individual are capable of. And if you are able to, try and bring them to our cause. And if not, then dispose of them."

Ulquiorra nodded his head in acknowledgement. Grimmjow narrowed his eyes, not content with this situation at all.

"Lord Aizen," Ulquiorra spoke up. "Do you believe that Ben Tennyson knows the identity of the masked individual?"

"That too is a possibility," Aizen mused. "But at the same time, it might not be. His presence has confirmed that there are other universes besides ours, who's to say that this new stranger is not from a universe completely separate from Ben's?" He chuckled. "Even if this shadow player is manipulating events for the sake of amusement, I intend to take full advantage of what they have done for us. Though I may need to press Ben's training, while increasing our forces. Starrk," he addressed the First Espada. "Be sure to inform Ben of our new enemy; barring some information of course."

…

Ben was currently sitting on his bed, wearing his regular clothes while the white uniform was in a neatly folded pile beside the bed, staring up at the ceiling and bored out of his mind ever since Lilynette and Starrk had left. He really wished there was some way for him to pass the time, preferably a video game or some comic books.

Just then Starrk and Lilynette entered the room. Ben immediately sat up.

"Hey," he greeted them. "So what did Aizen want?"

"He had sent Ulquiorra and Yammy to this territory of Soul Society's called Karakura Town," Starrk said. "Wanted to check out the enemy's strength."

"What did they find out?" Ben asked, though he was surprised to learn that Soul Society had actually claimed territory in the living world.

"Some new guy is working with Soul Society," Lilynette spoke up. "Blonde hair, wears a mask over his eyes. Pretty fast, pretty strong, and he can absorb energy. He was actually able to hold his own against Yammy. Lord Aizen thinks he might be from another universe too."

Ben's eyes widened. From another universe? Could it be from his? If so, then who was this guy? So far, the only two blonde guys he could think of were Cooper and Michael Morningstar. He was kind of leaning toward the latter due to the super strength and energy absorbing. That made Ben wonder if spiritual energy gave him a power boost like Mana did. Oh great, as if he didn't have enough problems. Michael may be predictable but that didn't change the fact that he was dangerous, especially at full power.

But there was still the chance that this guy wasn't Michael. If so, then who was he? Was he from Ben's universe or a different one? And what would Ben do if they ever crossed paths?

"I think I'd have to see this guy for myself," Ben settled on. "Just to be sure."

Starrk sighed at the fact they weren't any closer to figuring out the stranger's identity. "That's fair I guess."

Ben crossed his arms. "Did Aizen say anything else?"

Starrk opened his mouth to speak but Lilynette cut him off.

"He thinks the guy who sent you here might be responsible for this other guy being here too," she said. "He also thinks the guy's doing it just for fun."

Ben honestly wasn't surprised at the possibility. That theory suited Paradox's eccentric personality and antics. Ben just felt bad that he (possibly) had dragged someone else into this whole mess.

"So Lord Aizen wants to start increasing your training," Starrk told him. "As well as try to recruit some more Hollows."

That caught Ben's interest twofold. Increasing his training? Recruiting more Hollows? Ben wondered if this meant he was going to see Tosen, Gin, or Aizen's Bankai. Come to think of it, he had never even seen Aizen's shikai yet. Ben wondered what his could do.

…

Aizen was still sitting on his throne, replaying what he had seen from the Solita Vista. The fact that he didn't fully comprehend this new fighter's powers reminded him of the fact that they still didn't know much of Ben's own abilities. Then it dawned on him how to achieve two goals at once.

…

Ben, Lilynette, and Starrk were surprised when Ulquiorra, his eye having regenerated in its socket, entered their room.

"What are you doing here, Ulquiorra?" Starrk asked.

"Lord Aizen has sent me to search for any Vasto Lorde available for recruitment," the Fourth Espada answered. "He would like for Ben to accompany me."

All three's eyes widened. "Me?" Ben asked. "I mean, not that I really mind but what about my training?"

"Lord Aizen said you will resume training after this search," Ulquiorra explained. "He requested that you accompany me both to see more of your capabilities and so that you may have a better understanding of the existence of Hollows."

Ben couldn't help thinking something was off about this whole thing. He could argue against it but he knew that it would only make him appear more suspicious. "Alright," he relented. "Do we head out right now?"

"That would be ideal," Ulquiorra stated matter-of-factly.

Ben looked over at Starrk and Lilynette. The former simply rubbed his head while Lilynette shrugged at him with uncertainty. Ben looked over at Ulquiorra. "Alright, let's go."

Soon Ulquiorra and Ben were outside of Las Noches once more. Ben was honestly feeling like he was being shoved from one place to another without really accomplishing anything. It was becoming tedious. He chuckled inwardly. Tedious? Now there was a word Ben never thought he would use.

"I've been meaning to ask," Ben said as he and Ulquiorra departed from Las Noches. "Is there anything out here aside from sand?"

"Yes," Ulquiorra said. "What you see before you is only a small part of Hueco Mundo. There are several other locations, but only a select few such as the Forest of Menos, have names."

"Are there any Vasto Lorde in the Forest of Menos?" Ben asked.

"No," Ulquiorra stated. "The majority of the Hollows there are Gillians and Adjucha, the stages before a Vasto Lorde."

"Do Vasto Lorde have a specific place like that?"

"No," Ulquiorra said again. "Because very few Hollows manage to evolve into them, Vasto Lorde are rare and more or less scattered across Hueco Mundo. Some live among each other, others by themselves, or they may actually mingle among weaker Hollows. However, Lord Aizen did tell me of one possible location to start looking."

"At least that makes things easier," Ben said with a shrug. "Think they'll attack us?"

"That is always a possibility," Ulquiorra admitted. "Aside from being territorial, Hollows will not hesitate to feed on anyone that can increase their power or because of some petty enjoyment through eating human souls."

"Thanks for making me feel better," Ben said sarcastically.

"Whether or not you feel better is unimportant," Ulquiorra told him. "Lord Aizen gave us a task and we will do what he asked of us."

Ben stared at the Fourth Espada. "You must be a riot at parties."

Ulquiorra simply ignored his comment. The situation reminded Ben of when he and Reinrassic III had been stranded on that desert planet. He found himself wishing that Starrk or Harribel had come along, at least then he'd have somebody who'd want to talk to him.

Ben knew this was going to be a long mission.

"Where we are going is very far from Las Noches," Ulquiorra said. "I suggest you assume your XLR8 form before we travel."

Ben raised a brow but activated the Ultimatrix without question. He slammed down the dial once he reached XLR8's image, transforming into said alien with another flash of green light.

"Alright," the Kineceleran said. "Now what?"

"Follow me," Ulquiorra ordered before disappearing in a flash of Sonido.

"Hey!" XLR8 cried out in irritation. "Wait for me!" With that, his visor closed over his face and he dashed across the desert, trying to catch up with his companion.

…

It would have been a sight for any spectator to see as a rising dust cloud was kicked up by a barely visible blur that raced across the desert.

XLR8 wasn't sure where they were going but he was glad that he had followed Ulquiorra's recommendation. He wasn't sure how long it would have taken them if they had walked.

Ulquiorra finally came to a halt, XLR8 stopping right behind him. "We're here," the Arrancar said.

XLR8's visor lifted with a hiss as he took in their surroundings; they appeared to be at the entrance to some kind of canyon. The sight left the hero bewildered, not expecting to see such structures. XLR8 looked over his shoulder. Las Noches was nowhere in sight.

"Where are we anyway?" he asked.

"We're near a reported colony of Hollows," Ulquiorra answered. "Be on guard."

XLR8 nodded. Ulquiorra started walking into the canyon, with XLR8 following. The hero looked around, wondering if they were going to be ambushed. Though he remained alert, he decided to try and at least find some way to pass the time. "So," he said to the Arrancar. "What's your story?"

Ulquiorra looked over his shoulder. "My story?"

"Yeah, what was your life like before Aizen recruited you?"

"Why do you wish to know that?" Ulquiorra asked.

"Well, Starrk and Harribel told me about theirs," XLR8 pointed out.

"Just because they did doesn't mean I should or would," Ulquiorra retorted.

"Sheesh, lighten up, Ulquiorra. If you don't want to tell me, that's fine. I'm just trying to make conversation."

"For what purpose?"

XLR8 shrugged. "Well, if we're going to be teammates, we should get to know each other better. Aizen even said so." He turned his head back to the front. The hero was certain that he had gotten his point across.

Finally Ulquiorra said. "Very well. Back when I was a Hollow, I was born at the bottom of a lightless pit. There were others besides me. While they had forms as black as the darkness, mine was white. I had no mouth, ears or nose. I could not hear, I could not speak, I could not smell, and I could not feel anything I touched."

The Kineceleran faltered, staring at Ulquiorra in shock. "Are you serious?!"

"Why would I lie?" Ulquiorra asked.

XLR8 stood there, dumbfounded. He tried to imagine what such a state would be like and shivered uneasily. "Sorry I asked," he muttered to himself. He noticed that Ulquiorra was going on ahead and dashed to catch up with him.

"The others exiled me from the pit," Ulquiorra continued. "For a long time I roamed the vastness of Hueco Mundo until I came upon an extraordinary sight. You have no doubt noticed the tree-like objects scattered among the desert. They are not true trees but crystals. And I happened to find a massive tree that I assume was the birth place of all the others. Like me, it had no color, had no scent, did not make a sound, it did not interact with anything; it merely existed. I sank into the tree, sank into the void, and felt as if everything had disappeared."

XLR8's eyes never left Ulquiorra as he walked alongside the Espada.

"If happiness exists, it should resemble the limitless nothingness. Nihilism is having nothing and having nothing to lose. If that isn't happiness, then what is? The things I see have no meaning and the things I cannot see do not exist." Ulquiorra closed his eyes. "There is nothing in you. And in me."

XLR8 frowned at these depressing words. "I'm sorry."

"Spare me your pity," Ulquiorra said, the slightest hint of annoyance in his voice.

"I can't even imagine living like that," XLR8 admitted. "I don't blame you for thinking that way but I don't agree with you. Just because you can't see something doesn't mean it's not there." Ulquiorra didn't say anything. The wielder of the Ultimatrix had a feeling that he was being ignored. "I'm serious."

"What proof do you have?" The Espada countered.

XLR8 hesitated as he tried and failed to come up with a good explanation. "Uh, you can't see air and it exists."

"Is that the best explanation you have?" Ulquiorra asked sardonically.

XLR8 wilted as he tried to think of another example to use.

Ulquiorra abruptly turned back to the front, his eyes narrowing. "Seems we have been detected."

XLR8 did a double take, about to ask Ulquiorra how he knew this, but then remembered that he must have used that Pesquisa technique. XLR8 tensed his body, his eyes darting back and forth to prepare for an attack. He became aware of the sound of footsteps, and they were getting louder. Shapes began to appear over the edge of the canyons, staring down at the two trespassers.

"Are they…?" XLR8 began to ask.

"No," Ulquiorra replied immediately. "These are all Adjucha. There doesn't seem to be a single Vasto Lorde amongst them. A pity, but to be expected. Barring any Vasto Lorde who have already become Arrancar, it is said that their exact number could be counted with one hand."

"Whoa, really?" XLR8 tilted his head. "I get that they were rare but I didn't know it was that bad."

Just then Ulquiorra paused. "Wait. There's something else."

One by one the Hollows began pouring into the canyon, effectively surrounding the Arrancar and alien. XLR8 looked around, seeing that they were completely cut off. Then he noticed something moving amongst the crowd, making its way to the front. The Hollows parted and the presence revealed itself. It was a muscular Hollow with a head like a jackal's and a body that looked like it was coated in armor made of bones, a gaping hole in the center of its stomach.

"A Vasto Lorde," Ulquiorra said with a hint of interest. "Do you lead these Adjucha?"

The jackal-headed Hollow ignored Ulquiorra's question. Instead he raised an arm and pointed a clawed finger at him. "Arrancar," he growled. "I've heard of you, the Hollows who tore off their masks and swore loyalty to a Soul Reaper." Several of the other Hollows started snarling and growling at this revelation.

"Guess Soul Reapers aren't very popular here," XLR8 said under his breath.

At once the Vasto Lorde turned to him. "And what is this thing? I can see that it isn't a Hollow or a Soul Reaper." The Vasto Lorde made his way over to XLR8, who stood still but prepared to bolt at a moment's notice. The Hollow leaned forward and started sniffing at the alien.

"Hey, buddy!" XLR8 pushed his nose out of the way. "Ever heard of personal space?"

The jackal Hollow narrowed his eyes and growled. "How strange. Your scent confounds me. What are you?"

Ulquiorra cut him off. "What is your name, Vasto Lorde?"

Said Hollow gnashed his teeth at Ulquiorra. "What does it matter to you, Arrancar?!"

"I can sense that you have power," Ulquiorra stated. "Lord Aizen would welcome someone like you into his ranks. Possibly even grant you a place among the Espada."

"Aizen," The Vasto Lorde said, grinning in a way that made XLR8 think of Grimmjow. "So that's his name. Why would I ever bow to the likes of anyone? Especially that Soul Reaper?"

"Because we can offer you power beyond what you're currently capable of," Ulquiorra told him.

"Oh?" The Vasto Lorde asked, actually looking interested. "Did you actually become stronger by ripping off your mask?"

"Why not come with us and see?" Ulquiorra offered.

At first the jackal seemed to consider Ulquiorra's offer, lightly scratching his chin. XLR8 tensed up. As much as he wanted things to work out smoothly, he had enough experience to have an idea where this was going.

"As tempting as your offer is, gaining this power would mean allowing myself to be subjugated to a Soul Reaper for the rest of my life. I think…not!" The jackal declared before turning to the Adjucha. "Kill them both!"

The Hollows needed no more encouragement, howling before lunging at their prey.

"Uh oh," was all XLR8 could get out before ducking out of the way. It wasn't going to be easy. The sheer number of Hollows gathered made it difficult to maneuver, reducing XLR8 to simply dodging from one side to the other. One Hollow that resembled a grey crocodile with red lines running down his body took a snap at the alien, who leaped into the air before smacking his assailant across the face with his tail. Unfortunately, XLR8 found that someone else had latched onto his tail. The Kineceleran felt himself lifted up and flung through the air, smacking right into the canyon wall.

"Ugh," XLR8 mumbled as he slid down the formation and landed face-first into the sand.

"I don't know what manner of creature you are," the jackal-headed Hollow chuckled as he made his way over to the fallen hero, accompanied by several of his minions. "But you were foolish to come here, especially to align yourself with the likes of that Aizen. I suppose I could do you a kindness and kill you now, but I wonder, what sort of power would I gain if I were to devour you?"

XLR8 weakly pushed himself up, glaring at the Hollow, while also noticing that Ulquiorra was nowhere in sight.

"My pack made sure to separate you and the Arrancar," the jackal replied, figuring out what XLR8 was up to. "Divide and conquer."

"Good strategy," XLR8 said dryly. "In fact, why don't I use it?" He tapped the Ultimatrix dial on his chest.

"What?!" the jackal cried out when his vision was filled with green light, covering his eyes.

XLR8 was no more. Instead he was a small white humanoid with green eyes and attachments on the sides of his head that resembled headphones, designated Echo Echo in Ben's youth.

Once the jackal and his goons were able to see again, they paused when they saw Ben's new form in front of them. They all stared for a brief moment before the jackal threw back his head and cackled wildly, his minions following shortly afterward.

"So you can change your form," The jackal said. "Interesting ability. But what sort of power could a form like this possibly possess?"

Echo Echo grinned at him. "Like you said," he replied in a distorted voice, like he was speaking through a machine. "Divide and conquer!"

The Hollows were taken aback when suddenly copies of the little alien appeared right beside him. All in all there was six of him altogether. Though the jackal Hollow was surprised, he quickly got over it.

"So you can create clones of yourself," he scoffed, making a show of how unimpressed his was. "You still don't stand a chance against all of us."

Echo Echo's grin just grew. "I wouldn't count on it. Wall. Of. Sound!"

All six aliens opened their mouths and each unleashed a scream of ultrasonic sound. Combined, it was a powerful ultrasonic blast that caused the Hollows to fall to their knees, clutching their ears. And even then, the sheer force of the blast was enough to blow some of the closer attackers back. To make matters worse, the attack was weakening the cliffside on the other side of the canyon. If this kept up an avalanche was imminent.

Seeing that their enemies were all disabled, the Echo Echoes ceased their attack. "Time to split," the leader told his clones. They nodded and, one by one, disappeared back into his body. "Or, something like that." With deceptive agility for one so small, Echo Echo leapt into the air and out of the canyon. The Sonorosian looked around. "Well, safe to say that guy's not interested in joining. Better find Ulquiorra and get out of here." He was about to try using his Echolocation ability to find the Espada, when suddenly the ground beneath him exploded. The force knocked Echo Echo off his feet and flat on the ground. He turned over to see the jackal-headed Hollow climbing out of the canyon, snarling at him angrily.

"I will not allow myself to be made a fool out of!" he roared.

"I think it's a little late for that," Echo Echo couldn't resist joking.

The jackal managed to completely pull himself out of the canyon, his eyes fixed on his smaller opponent. One by one, the other Hollows started emerging alongside him.

"Uh…can we talk about this?" Echo Echo asked. "If you don't want to work for Aizen, that's cool. My…buddy and I can just leave without any trouble."

The Vasto Lorde sneered at him. "Why should I let you get away? You came to my territory, expected me to swear my allegiance to a Soul Reaper, and attacked my pack!"

"To be fair, you attacked us first," Echo Echo pointed out.

"It doesn't matter," the jackal said dismissively. "You were dead to rights the moment you stepped into our territory. I don't need a Soul Reaper to grant me power. Once we feast on you and that Arrancar, then I will have all the power I need." He looked over at his cohorts. "Stand down, all of you. I will deal with this _pest_ myself."

The Hollows shifted in place but nonetheless they obeyed their leader's command, moving around to give him more space. Echo Echo shifted into a fighting stance, seeing that this guy wasn't going to go down without a fight.

With a roar, the Vasto Lorde charged. Echo Echo responded by leaping up at him. Not suspecting his opponent to make such a move caused the Hollow to falter, which Echo Echo took advantage of by creating more clones. He and his copies all latched onto the Hollow, their momentum and additional weight causing all of them to fall onto the ground. The Hollow's face reddened in anger at being humiliated in front of his followers.

"Get off of me!" he yelled, swiping at them with his claws. The clones found themselves flung up and slamming into the ground. Quickly they picked themselves up and faced their adversary. They all looked at each other, silently creating a strategy. Nodding, they all ran in different directions until they surrounded the Vasto Lorde. By the time it dawned on him what the Echo Echoes were about to do, it was too late.

"Wall of Sound!" One Echo Echo cried before all of them unleashed a sonic blast.

Being attacked from every angle caused the Vasto Lorde to cry out again, clutching his ears in pain. Echo Echo briefly wondered if his hearing was just like a dog's and, if so, how much pain the guy must be in.

At first it looked like victory was in the bag for Echo Echo, but then the Vasto Lorde raised his head and opened his mouth, a ball of red energy forming in his jaws. A Cero. With effort, the jackal Hollow aimed his head towards one of the Echo Echoes and fired. The poor guy never stood a chance as he was completely engulfed by the Cero, the attack knocked the other Echo Echoes back, leaving them vulnerable.

"I will say this, creature," the jackal said in between deep breaths. "Your abilities of copying yourself and a sonic scream make you more of a threat than you appear, but it seems you're not very good at taking a hit." He pounced upon one of the Echo Echo clones, his jaws encasing the clone's head. The other Echo Echoes watched in horror as the Hollow clamped down. Echo Echo was no stranger to the death of one of his copies: he still remembered what happened when he took on Kevin while the guy was on his Ultimatrix high. But at least Kevin had the decency to blow them up. That was probably more painless than what he had just seen. The Vasto Lorde tossed the body to the side before glaring down at the others. "First I'll make sure you're completely dead before I start feasting."

Echo Echo weighed his options. This guy was pretty good, not to mention there were all those other Hollows besides him. He could always dial in a different alien, but he decided it was time to try a different tactic.

"Time to go Ultimate!" he announced, slapping the Ultimatrix dial. Four spikes popped out of the symbol and a green light coursed across Echo Echo's body.

The jackal's jaw dropped as the alien's body changed. Standing before him now was a blue humanoid robot, his body lined with discs built into his form.

"Ultimate Echo Echo!" the robot cried out in a deeper, even more robotic tone.

"What?!" The jackal yelled, actually taking a step back from this unexpected development. The other Hollows gaped at the strange creature's transformation. "W-what did you just do?"

If his mouth was capable of moving, Ultimate Echo Echo would have grinned. "Let me show you," he settled for a smug tone as he raised his arms. Sonic blasts far larger than the one he had unleashed as regular Echo Echo struck the gathered Hollows, the force blasting them backwards, some even falling right back into the canyon. The jackal Vasto Lorde would have suffered the same fate but he had managed to grab the edge of the canyon, hoisting himself back up. He was persistent, Ultimate Echo Echo had to give him that.

"I won't lose to a freak like you!" the Hollow declared.

"You're one to talk," the evolved Sonorisan snapped. The Hollow responded by opening up his mouth and starting to charge another Cero. "Not again!"

The jackal fired but just before the Cero could connect, Ultimate Echo Echo unleashed a sonic blast from his disks that formed a forcefield around his body. The Cero struck, covering the hero in red light.

The jackal smirked as he watched the explosion of his Cero. Hopefully there would be enough of that strange, transforming creature left for him to at least have a light snack. But his smirk dropped once the smoke cleared, revealing Ultimate Echo Echo still in his forcefield, completely unharmed. The sight made the Vasto Lorde's legs feel like jelly; his Cero, completely useless. What _was_ this creature?

Ultimate Echo Echo lowered the forcefield. "Phew. Talk about a close call. Don't know if I would have lasted if that actually hit."

The Vasto Lorde clenched his claws tightly, angry at the idea of this unknown creature making him look weak, especially in front of Hollows weaker than himself.

"I don't care what your powers are, creature!" he declared. "I won't lose to the likes of you!"

Ultimate Echo Echo sighed deeply. "I don't want to fight you. Please, just let me and Ulquiorra leave!"

Rather than respond with words, the jackal howled into the night sky before lunging at his prey. Ultimate Echo Echo quickly stepped to the side, just barely dodging the attack.

"I didn't want to do this but you've left me with no choice," Ultimate Echo Echo said, deploying some of the disks from his hands and arms. They floated over the Vasto Lorde before making a ring.

"What is this?" the Hollow demanded, eyeing the disks suspiciously.

"Sonic," Ultimate Echo Echo began. "Doom!"

Sonic waves erupted from each disk, effectively creating a sphere of pure sound around the Hollow. The moment it happened, the Vasto Lorde was on his knees, clutching his ears, his howl of pain distorted by the sonic blasts all around him. The hero allowed the attack to continue for just a moment longer before finally ceasing. The attack had been too much for the Vasto Lorde, who crumpled to the ground in a heap.

"I'm sorry it had to come to this," Ultimate Echo Echo said sincerely as his disks floated back into his body. He turned his head back to the edge, where the other Hollows had gathered. They were all staring in wide-eyed shock at the fact that this strange being had so easily taken down a Vasto Lorde.

Ultimate Echo Echo raised his arms at them. "Leave. Now."

The Hollows needed no further encouragement as they scrambled to get as far away from Ultimate Echo Echo as possible.

"Huh," the wielder of the Ultimatrix changed back into Echo Echo in a flash of green light, and then back into Ben in a second burst. "Guess they weren't so tough once their leader was taken down."

"You defeated the Vasto Lorde. That is unexpected."

Ben whipped around to see Ulquiorra walking towards him. His clothes were a little torn and tattered, part of his sleeve had been ripped, but otherwise he looked fine.

"You alright?" Ben asked.

"It'll take far more than a handful of Adjucha to give me any form of trouble," Ulquiorra stated plainly before turning his gaze to the downed Vasto Lorde. "Congratulations are in order. You defeated a Hollow said to be on par with the Soul Reaper Captains. That was no easy feat."

"Well, you know," Ben said casually. "Just a matter of picking the right alien." He wondered, however, if Ulquiorra had managed to see any part of the fight.

"Hmm," was all Ulquiorra said, still staring at the fallen Hollow. "Word will no doubt spread across Hueco Mundo of your existence and your accomplishment here. At least they are unaware that you are a human."

"That's something I guess," Ben said, putting his hands in his pockets. "So what now? Do we go looking for other Vasto Lorde?"

"No," came Ulquiorra's curt reply. "This location was the only one Lord Aizen felt a Vasto Lorde could be found at. To wander around Hueco Mundo on the very slight chance of finding another is a waste of time and effort."

"What about him?" Ben tilted his head towards the jackal.

"What _about_ him?" Ulquiorra asked dismissively. "We have enough unruly Arrancar within Las Noches as it is. If by some chance we were able to convince him to join us, he would no doubt abuse his power; possibly even try to harm Lord Aizen, however futile such an attempt would be. No, Vasto Lorde or not, this one is nothing but trash."

Ben frowned at Ulquiorra. Granted, the guy did just try to kill him and all but Ulquiorra was just so blunt and degrading towards the Hollow. It reminded Ben a little too much of the Highbreed's old views.

"Let us depart before he recovers and tries to attack us again," Ulquiorra recommended. "If he persists, I may have no choice but to cut him down."

Ben grimaced at how nonchalant Ulquiorra was, though he should not have been too surprised after hearing the Espada's backstory. The guy was really more of a machine than a living being. A ghost.

With that being said, Ulquiorra turned in the direction of Las Noches. "Come." Before Ben had the chance to reply, Ulquiorra grabbed his arm.

"Wha…" was all Ben got out before Hueco Mundo became a complete blur to him thanks to Ulquiorra's Sonido. It was still strange being the passenger instead of the runner. Ben had a feeling that he was never going to get used to it.

When Ulquiorra finally stopped, Ben had to firmly plant his feet in the ground to keep from stumbling. Not easy when the ground is nothing but sand. Sure enough, they were back at Las Noches in no time flat.

"I could have just went alien and followed you again," Ben told the Arrancar dryly. "My Ultimatrix still has some juice in it."

"I merely wished to return as quickly as possible," Ulquiorra replied. "Even if you drove off that colony, there was still a chance we attracted other Hollows to our location. I strongly doubt they would give us any trouble, but I would rather not waste my time with more trash."

Ben tilted his head at the Fourth Espada. He was actually a lot worse than Reinrassic. At least good ol' Reiny actually believed in something. Ben wondered if it was even possible to reach out to Ulquiorra.

Well, Ben would never know if he didn't at least try.

…

"Ben!"

No sooner had Ben set foot in Las Noches did something send him flying off his feet and landing flat on his back against the floor of Las Noches.

"Is this going to happen all the time?" Ben grumbled before looking at the cause of his fall. Standing over him with one foot on his stomach was a grinning Lilynette.

"About time you got back," the young looking Arrancar said. "I was getting bored while you were away."

"Lilynette, I barely left," Ben said. He tried getting up but Lilynette's foot kept him pinned down.

"Yeah, and?" she retorted. "Starrk just went back to sleep again, I was bored out of my mind."

"So get a hobby," Ben said, grabbing Lilynette by her leg and pushing her off. Lilynette stumbled before falling flat on her butt.

"Messing with Starrk _is_ my hobby," she said, rubbing her bottom.

"I meant a new one," Ben explained as he got up.

"Like what?" Lilynette asked. Ben wasn't sure if she was being rhetorical or genuinely asking him. Either way, he was stuck as he tried to think of something she could do to pass the time.

"I'll get back to you on that," he said sheepishly.

"So how'd it go?" Lilynette asked. "Did you find any Vasto Lorde?"

"We found one but he wasn't interested in joining so he attacked us," Ben told her.

"Did Ulquiorra take him down?" Lilynette asked.

"Actually," Ulquiorra, who had been standing off to the side while silently watching their interactions, interjected, "He was the one who defeated the Vasto Lorde. With ease, from what I could surmise."

Lilynette's eye widened in amazement. "Are you serious? You took down a Vasto Lorde easily?"

"It was just a matter of picking the right alien," Ben repeated what he had said to Ulquiorra.

"Still, the fact that you _have_ an alien that could easily beat a Vasto Lorde is crazy," Lilynette rubbed her head. "Man, if you were an Arrancar, Lord Aizen would _definitely_ make you one of the Espada for sure."

That got an awkward laugh from Ben.

"I will go and make my report to Lord Aizen now," Ulquiorra told them, departing the moment the words left his mouth.

"Come on," Lilynette said, grabbing Ben's arm and pulling him elsewhere. "Let's go hang out with Harribel. She let me stick around with her and her Fraccione while you were gone and Starrk was sleeping."

"Oh, you're getting along now?" Ben asked.

"Sure!" Lilynette beamed. "I mean, me and her Fraccione still make fun of each other but it's a lot better than trying to hang out with any of the others. I think they were a little worried about you too."

Ben blinked. "Oh really?"

…

As they went further down the hallway, Ben was starting to become more familiar with where they were. Harribel's chambers weren't too far now. When they reached the entrance, Lilynette didn't even bother stopping to knock and just pushed the doors open. Harribel's Fraccion whirled around to face who was barging in on them but relaxed upon seeing who it was. Not that they weren't irritated, mind you. Harribel herself had her back turned to the group, gazing out to the courtyard. She slowly turned.

"Welcome back," Harribel greeted Lilynette and Ben.

"Lilynette!" Apacci snapped. "Just because we let you in here doesn't mean you can just come in whenever you feel like it."

Lilynette smirked at her. "Harribel said it was okay."

"That doesn't mean you should just take advantage of Lady Harribel's hospitality," Mila Rose scolded her. "Show some gratitude."

"Yeah, yeah," Lilynette brushed off casually, earning deep scowls from the two. "Anyway, Ben's back." She yanked him forward for good measure.

"I think they can see that, Lilynette," Ben replied to her.

The girls blinked in surprise upon his presence. Had they been so caught up with chiding Lilynette that they honestly didn't know he was there?

"You're back already?" Sung-Sun asked in surprise. "We thought you and Ulquiorra would be out for much longer."

"Well, the Vasto Lorde we found wasn't interested to say the least," Ben told them. "Ulquiorra figured it would be a waste of time trying to find anymore, so we came back."

"And guess what?" Lilynette asked them. "Ben was the one who beat the Vasto Lorde! Easily!"

This brought greater surprise from Harribel's Fraccione though the Third Espada herself remained composed.

"Well done," she said, bringing everyone's attention onto her. "Though considering your accomplishments against the Espada, I am not surprised."

"He said it was all about picking the right alien," Lilynette grinned over at Ben, who just smiled back and shrugged.

"That is understandable," Harribel said, walking forward. "Why not tell us about what happened?"

Ben took a deep breath to compose himself and work out his story. "Alright, it all started when we first got out of Las Noches…"

…

Meanwhile, Ulquiorra had entered Aizen's throne room. Aside from himself and Aizen, the room was completely empty.

"Welcome back, Ulquiorra," Aizen said as the Fourth Espada bowed. "I was not expecting you to return so soon however. Was the search a false lead after all?"

"Of sorts," Ulquiorra admitted cryptically. Aizen smiled.

"Tell me about it."

Ulquiorra's hand went back to his eye. Using Solita Vista twice in the same day? Ulquiorra must have witnessed something truly noteworthy out there.

As before, Ulquiorra plucked out his eye and crushed it, the particles scattering everywhere.

Aizen closed his eyes and watched the events play out. He saw Ulquiorra and Ben run across the desert, Ben trying to interact with Ulquiorra and becoming uncomfortable with the Arrancar's past, and finally their confrontation with the Adjucha colony and their Vasto Lorde leader. It was intriguing to see one of them have such a pack. Perhaps these Hollows preferred a powerful Hollow to follow instead of a Soul Reaper like himself.

Ulquiorra had given the Vasto Lorde a chance to join them but he refused and attacked alongside his pack. Then came the part Aizen was actually eager to see. Ulquiorra _allowed_ himself to be pushed back by some of the Adjucha, leaving Ben to face the Vasto Lorde alone but still within Ulquiorra's sight. Aizen could see that Ben was holding back considerably during his training sessions and even his battle with Grimmjow, but he had a feeling that Ben would be more willing to go all out when faced with real danger. Since his attempts to see Ichigo Kurosaki's abilities had been cut short, he might as well see more of what Ben could do.

So, Ben transformed into a new alien; a small, unimpressive looking alien capable of copying himself as well as possessing an ultrasonic scream. Deceptively effective, and those abilities allowed him to incapacitate the Vasto Lorde. Ben had attempted to escape but the Vasto Lorde had recovered and attacked him again. After some of his copies got killed, Ben did something that truly acquired Aizen's attention: Instead of changing aliens, Ben revealed his alien had a second form, a Bankai of sorts. For some reason, Ben shouted the name of his new form: Ultimate Echo Echo. Ultimate Echo Echo managed to make quick work of the Vasto Lorde with a powerful attack that the former called Sonic Doom and then scared away the Hollow's followers. After he changed back to his human form, Ulquiorra made his reappearance and the two returned to Las Noches.

"This has been quite the day," Aizen mused as the visions ended. "Thank you, Ulquiorra. That will be all."

Ulquiorra bowed. "Of course, Lord Aizen." He turned around and made his way out of the throne room.

Aizen leaned back in his throne, his smile growing ever so slightly. It all made sense now. The reason the Ultimatrix made the alien forms more powerful was because it gave them an "Ultimate Form" that increased their power drastically. Aizen had no way of knowing but it was highly likely that all of Ben's aliens had an Ultimate form and he still didn't know how many of those Ben had.

"Perhaps I should reconsider trying to find new recruits," Aizen said aloud. "And focus on the one I already have."

…

Meanwhile, Ben had just finished wrapping up his story to the girls. He decided to keep the part about him going Ultimate a secret, though he was still wondering if Ulquiorra had already seen it and possibly reported it to Aizen. Ben still needed a way to find out if that guy could really be trusted or not.

"And then we got back to Las Noches," Ben concluded. "Where Lilynette decided to knock me down and use me as a footrest."

"Oh lighten up," Lilynette scoffed. "That's nothing compared to what I usually do to Starrk."

"I believe it," Ben muttered, earning a scowl from her.

"That aside," Sung-Sun spoke up, "I am very impressed with you. This Echo Echo alien has its uses."

"Hey, Ben!" Lilynette suddenly shouted. "Can your Echo Echo clones turn into clones of your human form?" This caught the other girls' interest.

On the other hand it made Ben cringe, bringing back a particularly unpleasant memory. "Yeah…they can."

"Did they each have their own Ultimatrix as well?" Harribel asked hesitantly. The other girls' eyes widened at her question and the implications from it.

Ben nodded. "They did."

The girls were silent as the words sank in. Ben easily figured out what was troubling them. Creating copies of himself, each with their own Ultimatrix? It had never really occurred to Ben before but in all honesty, he had no interest in doing so. "But I don't plan on doing that ever again," he spoke up, snapping them out of their stupor. "For some reason, my clones had really exaggerated personalities and that was from just two of them." He rubbed his forehead as he remembered that whole fiasco. "I can't even imagine what would happen if I had more copies like that."

"What?" Mila Rose shook her head. "Why would your copies act like that?"

Ben shrugged. "Maybe it was a glitch, maybe it was because I never made human copies before. I don't really know."

Lilynette groaned. "Seriously? You never bothered to see what went wrong?"

"I had other things to focus on," Ben replied. "Besides, like I said, no way was I planning on cloning myself like that again so I decided not to worry about it."

"You should still try to learn all you can about your Ultimatrix instead of leaving it to chance," Harribel told him wisely.

Ben nodded his head, while he didn't make it a high priority, he did acknowledge that she had a point.

After that, there was nothing but silence. Nobody said a word, everybody just stood, letting the silence hang amongst them.

Finally Ben couldn't take the silence and spoke. "So, anything you want to do?"

Harribel's Fraccione looked at each other with uncertainty. Lilynette tapped her chin as she tilted her head back, as if the ceiling would provide her with the answer.

"I…guess we could always spar some more," Mila Rose said.

Ben crossed his arms. "I don't mind sparring with you girls, but there's more to life than just fighting."

"Not in Hueco Mundo," Apacci said bitterly, thinking back to her days as a Hollow.

"Well why don't you try?" Ben asked, causing the girls to stare at him. "Come on. I mean, I get that Hueco Mundo is survival of the fittest but things are different for you all now. Now you can actually have fun!"

Sung-Sun scoffed into her sleeve. "Like what?"

"Well, like," Ben started to say before he remembered that there really wasn't much to do in Las Noches as far as he knew. What could they do? There wasn't really much out here except sand. Why couldn't Hueco Mundo be a beach instead of a desert?"

Ben's eyes widened. "That's it!" he snapped his fingers for emphasis.

Lilynette raised a brow. "What's it?"

Ben grinned. "You girls up for swimming?"

"Swimming?" Harribel asked. "Where do you plan on swimming? There's no large bodies of water in Hueco Mundo."

"Not yet there isn't," Ben replied before activating the Ultimatrix. After slamming the dial down and going through the flash of light, Ben was now Armodrillo. "Just watch!" Armodrillo dove off the balcony and down towards the sandy ground below. Lilynette, Harribel, and her Fraccione watched as Armodillo disappeared into the ground, sand flying everywhere.

"What's he doing?" Apacci asked.

"Does it look like we know, Apacci?" Mila Rose snapped at her.

"Hey, I was just asking a question, Mila Rose," Apacci snapped.

"Knock it off!" Lilynette shouted at them, for once not in the mood to go through their typical argument routine.

Down below, Armodrillo had managed to dig a pit. It was difficult to tell exactly how large it really was but it didn't look very deep. Armodrillo popped out of the ground again and quickly formed a ledge of hardened earth around the pit's rim.

"There," he said, brushing his hands together. "That should do it."

"Do what?" Lilynette shouted down to him. "What are you making?"

"I'm making a swimming pool!" Armodrillo shouted back.

"A what?!" Lilynette, Apacci, Mila Rose, and Sung-Sun all shouted together as Armodrillo tapped the Ultimatrix symbol and turned into Water Hazard.

"A swimming pool!" Water Hazard repeated himself as he started blasting water into the hole.

"Why are you making a swimming pool?" Mila Rose asked.

"Well, we need something fun to do," Water Hazard replied. "But since there isn't much, I gotta use what I have."

"But a swimming pool?" Sung-Sun asked.

"Yeah," Water Hazard encouraged her. "Las Noches will become our own little beach!"

A few more minutes passed and soon the makeshift pool was complete. Water Hazard then leaped into the air, using his blasts of water for extra propulsion to land beside the Arrancar.

"That takes care of that," Water Hazard before he transformed back into regular Ben. "Now we just need some swimsuits and towels."

Lilynette looked back down at the pool while Apacci, Mila Rose, and Sung-Sun all raised an eyebrow at him.

"You're serious about this," Mila Rose realized.

"I wouldn't have just made that if I wasn't," Ben replied with a grin.

Apacci looked towards her leader. "Is this a good idea, Lady Harribel?"

Harribel crossed her arms, her gaze drifting back and forth between the pool and the one who just made it. "It is different," she settled on. "But I do not see the harm in it. And I am certain Lord Aizen would not mind."

"But we don't have any swimsuits," Sung-Sun pointed out.

"It should be easy to get some made," Lilynette said, looking away from the pool. "Or we just dive on in and have Ben dry us with one of his aliens."

Harribel's Fraccione still seemed hesitant about the situation. Ben wondered if they were that nervous about trying something new for once.

"I…guess we can," Sung-Sun decided on.

Ben smiled. "Cool. I guess I can use that outfit Aizen gave me as swimming clothes. I'll go get it."

"Wait for me!" Lilynette called. "Don't want you getting lost!"

Ben laughed. "Come on, Lilynette. I've gotten much better at finding my way around here."

"I'm not taking a chance," Lilynette said, grabbing his arm and pulling him.

"Hey!" Ben exclaimed as Lilynette yanked him out of the room and down the hallway. The last he saw of Harribel and her Fraccione was shared looks of bemusement.

…

Lilynette burst into their room, still pulling Ben along for the ride. Starrk, who was sleeping on his usual bunch of pillows, grumpily turned around to face them.

"What's with all the ruckus?" he said drowsily.

"Ben made a pool and we're going swimming!" Lilynette declared.

Starrk blinked several times as he registered her words. "What?"

"It's true," Ben said. "I used Armodrillo and Water Hazard to make a pool for everyone to enjoy. Want to come?"

"A pool, huh?" Starrk laid back, staring up at the ceiling. "Nah. I'll pass."

Lilynette scowled. "Come on, Starrk! This is your chance to do something fun and you're going to blow it off by sleeping again?!"

"Pretty much," Starrk said, turning over so that his back was to them.

"To be fair, I kinda saw that coming," Ben said as he picked up his spare pants. They weren't swim shorts but they'd probably be more comfortable swimming in than his jeans.

Lilynette growled at Starrk and looked like she was about to attack him only for Ben to quickly put a hand on her shoulder.

"Come on, Lilynette," he told her. "Let's get my clothes and go swimming."

Lilynette huffed, showing that she really wanted to punish Starrk for his laziness. "Alright," she grumbled before glaring at Starrk. "Hey! Ben's about to change! Can you at least get up for that?"

Starrk's response was a soft snore, indicating that he had fallen back asleep. Lilynette rolled her eye and groaned in an exaggerated manner. "Ah, well," she said to the human. "Since he's asleep, you might as well change anyway."

"Uh, I guess," Ben said, uncertain about changing with another person in the same room.

"Relax," Lilynette said, patting him on the back before heading for the door. "I'll wait outside."

Seeing that there was no real alternative, Ben shrugged and began getting undressed.

…

In no time at all, Ben had changed and stepped outside the room.

"All set?" Lilynette asked, leaning up against the wall.

"Yep," Ben said as he slowly closed the door so they wouldn't wake Starrk back up. "How about you? Going like that?"

"Yeah, I'll be fine," Lilynette said. "Besides, you _can_ use one of your aliens to dry us right?"

"Sure thing," Ben said casually.

Lilynette grinned. "Great! Let's go!"

…

Instead of going to Harribel's chambers, like Ben had assumed, Lilynette led him straight out to the courtyard. Harribel and her Fraccione were nowhere in sight. Ben wondered if they had changed their minds. Lilynette on the other hand was taking off her boots.

"Hey, Ben!" She called. "Aren't you coming in?"

"Huh?" Ben shook his head. "Oh yeah, sure. I was just wondering where Harribel and the others were at."

"Eh, they'll come if they want to," Lilynette said before she gave Ben a mischievous grin. "Or do you really want to see them in bathing suits?"

Ben blushed at the accusation. "That's not the reason! I was just curious."

"Mm-hmm," Lilynette nodded her head playfully. " _Sure_." Laughing, she leaped into the air and dove into the water. Since there were no large bodies of water, Ben wasn't sure if the Arrancar actually knew how to swim, so he tried his best to make sure the pool wasn't too deep or too shallow. "Come on, Ben!" she called after she breached the surface of the water. "This feels great!"

"I'm coming, I'm coming!" Ben called. He took a running start. "Cannonball!" he yelled as he leaped into the air, curled up into a ball, and dove into the water.

"Hey!" Lilynette yelled as water splashed her.

Ben laughed once he came up for air. "Sorry, Lilynette."

"Oh you're gonna be sorry!" Lilynette stated. "Take that!" She splashed some water on him, drenching the hero even more. Ben shook his head, his soaked hair flinging all over the place.

"So it's a splash fight you want?" He grinned at her. "Bring it on!" He splashed some water at her in return.

The two went back and forth, splashing water at each other, relaxing, having a good time. They were so caught up in their game that they never noticed the other presences making their way towards them.

"So, you guys already started, huh?" they heard Apacci say.

Ben started turning around. "Hey, you made it. I almost thought you weren't going to show…" his words died at the tip of his tongue. "Whoa."

Apacci, Mila Rose, and Sung-Sun stood at the edge of the pool. Mila Rose and Apacci were wearing white bikini tops and bottoms while Sung-Sun was wearing a white one-piece outfit. Harribel stood behind them, though she was still wearing her usual attire.

Apacci rolled her eyes at Ben. "Careful, don't want to overflow the pool with your drooling."

Ben's mouth, which had actually been hanging open, snapped shut. Lilynette laughed behind him. "Uh…sorry," he told them.

"Eh, if I have to be ogled," Mila Rose said. "I'd rather it be by someone who treats us nicely instead of some pig like Nnoitra." Then she grinned at him. "Course I guess I can't blame you. I am pretty good looking compared to those two, aren't I?"

Ben certainly wasn't going to argue with that.

"Oh please, Mila Rose," Sung-Sun, covering her mouth with her hand like she would with her sleeve. "Are you so insecure that you need to flaunt your body to make yourself feel better?"

"What was that, Sung-Sun?!" Mila Rose growled. "If anyone is feeling insecure, it's you! I mean, what the hell is up with that outfit? You ashamed of your body or something?"

If Sung-Sun had a retort, it died the moment she and Mila Rose were suddenly drenched. Apacci fell to her knees, clutching her sides with laughter while Mila Rose and Sung-Sun faced the one responsible, who happened to be none other than Lilynette.

"Come on!" she said to them. "We're here to have fun, not put up with your arguing. Now are you getting in here or what?"

Mila Rose clenched her fists and clenched her teeth before running towards the pool. "You're dead, Lilynette!" she dove into the water.

"You'll have to catch me first!" Lilynette taunted her as she started swimming away. Mila Rose surfaced and started swimming after her.

"Get back here!" she yelled.

Apacci was down on all fours, laughing her head off at the comical show she was witnessing. But her laughter was cut short as she found herself suddenly pushed towards the pool. A brief cry was all she managed before falling in. She immediately broke the surface and glared at Sung-Sun who averted her eyes from the other Arrancar, an innocent look on her face.

"Dammit, Sung-Sun!" Apacci shouted.

"I have no idea what you're talking about," Sung-Sun retorted. "You slipped and fell in, that's all."

"You liar!" Apacci started swimming towards the edge of the pool, looking ready to leap out and pick a fight with her.

"That's enough you two," Harribel said. "Ben Tennyson went out of his way to make this pool for us and instead you want to spend your time arguing. Enjoy yourselves."

Both girls lowered their heads. "Yes, Lady Harribel," they replied at the same time.

"Hey, Harribel," Ben said as he swam to the edge of the pool and rested his arms there. "Aren't you swimming?"

Harribel shook her head. "No. I am content with simply watching all of you, and keeping an eye on the towels." Sure enough, Ben noticed some towels under her arms, for which he was grateful. Still, he felt bad that Harribel was being left out while they were all trying to have a good time. Unfortunately Lilynette had a wicked idea.

"Oh that's too bad," she teased, bringing one hand to her mouth. "I bet Ben wouldn't have minded seeing _you_ in a swimsuit."

The heads of Harribel's Fraccione all snapped towards Ben while he turned to glare at the troublemaker responsible, who just stuck her tongue out at him. Ben was about to snap at her when his mind found itself imagining just what it would be like seeing Harribel in a bikini. The image froze him in his tracks and a light blush started to form on his cheeks. Unfortunately it was visible enough for the other girls to see.

"You bastard!" Apacci roared, pouncing on Ben and shoving his head under water. His arms flailed wildly as he tried to break free, but no such luck. Ben had to remind himself that Apacci, and by extension the other girls, were very strong. Looked like he needed to go alien to get out of this one.

The familiar green light flashed through the pool, symbolizing that Ben had gone alien…and out of Apacci's grasp. She looked back and forth through the water, trying to figure out where he could have gone. Suddenly she felt something cold and scaly latch onto her legs and drag her underwater.

Suddenly something burst out of the water, an alien none of the girls had ever seen before. It looked like a humanoid fish with an angler sticking out of its head and a protruding jaw with pointed teeth.

"Whoa, another alien!" Lilynette said excitedly. "Who's this guy?"

"Ripjaws!" the new alien said with a deep voice.

"I can see that," Sung-Sun retorted, looking at said alien's jaws.

Apacci's head popped out of the surface, hacking and coughing water. She weakly glared daggers at Ripjaws.

Mila Rose threw back her head and laughed at Apacci's state. In retaliation, the horned Arrancar girl splashed a small tidal wave of water right in her face, the water going into her nose and open mouth. Mila Rose grabbed her throat with one hand and rubbed her nose with the other as she became the one coughing.

"Ha!" Apacci taunted. "That's what you get for laughing at me, Mila Rose!"

Exhaling a breath of air through her burning nostrils, Mila Rose lunged at her teammate, pushing her into the water. But Apacci had managed to grab her at the same time and pulled Mila Rose down with her.

"This is great!" Lilynette chortled at the constant splashing the other girls were making as they wrestled with each other.

Ripjaws watched the fight with a little more apprehension. "Are they going to be okay?"

"They'll be fine," Sung-Sun reassured him. "At this rate they'll wear themselves out…or drown. Whichever comes first."

Ripjaws shivered at the nonchalant way she said that. "I should probably break this up," he said, scratching his scaly chin.

"Good luck with that," Lilynette told him as Mila Rose and Apacci kicked up more water.

Ripjaws sighed before diving. A moment later he surfaced, having managed to push the two girls away from each other. Both were panting heavily from both the fight and lack of air underwater, though that didn't stop them from glaring at each other.

"Alright, break it up," Ripjaws told them sternly. "We're supposed to be having fun. Can't you girls get along for five minutes?"

"We got along when we are fighting you," Sung-Sun pointed out.

"I mean besides that," Ripjaws countered.

Unknown to him, Lilynette had another wicked idea in mind. Slowly she began wading over to the fish alien, who was so focused on keeping Mila Rose and Apacci from fighting that he didn't notice her. The other girls did however, but when Lilynette brought a finger to her lips, telling them to keep quiet, they got the message and decided to play along.

"Wait till I get my hands on you, Apacci!" Mila Rose threatened convincingly.

"Ha! I'd like to see you try, you boar!" Apacci said back. The two tried moving past Ripjaw's arms to attack each other again.

"Oh come on!" Ripjaws groaned as he tried pushing them back further.

Lilynette positioned herself right behind Ripjaws before leaping in the air. "Gotcha!"

"Huh?" Ripjaws felt Lilynette suddenly latch onto his back, the extra weight throwing him off unbalance.

"Get him!" Lilynette shouted to the other girls.

"What?!" Suddenly Sung-Sun, Mila Rose, and Apacci all tackled Ripjaws into the water. Of course, since he could now breathe underwater, he wasn't as desperate to surface for air. But that didn't mean he was going to take this trick lying down. His arms grabbed the closest assailant, who happened to be Sung-Sun. She found herself lifted into the air and flying backwards, landing in the far end of the pool. She shook her head, her wet hair swishing as she tried to collect herself.

Having not expected such a move, Mila Rose and Apacci were stunned, leaving them wide open. Mila Rose was next. Ripjaws lifted her up bridal style and by the time the Amazon realized what was happening, she was flying through the air and splashing right next to Sung-Sun, who wound up getting another face full of water. Sung-Sun frowned at her teammate but it was short lived as Mila Rose surfaced, accidentally smacking Sung-Sun in the face with her own wet hair as she shook her head.

"What?" Mila Rose asked when she noticed her teammate's scowl. But that too was short lived as Apacci, shouting in indignation, splashed them both.

Having dealt with those three, Ripjaws turned his head to look at the last guilty person, who was still latched onto his back. Her situation dawning on her, all Lilynette could do was gulp.

"H…hi," she said weakly.

Ripjaws gave her a toothy grin as he reached back, pried Lilynette off, and tossed her overhead. He made sure to throw her slowly so she could have enough time to catch a breath before diving into the water.

"Nice try," Ripjaws said, crossing his arms. "But nothing can beat Ripjaws when it comes to fighting in water."

"We'll just see about that!" Apacci shot back, lunging at him. Ripjaws moved effortlessly to the side, causing Apacci to fall face-first into the water. Her head shot up and she started rubbing her nose, water having gotten up inside it.

"Ha!" Mila Rose laughed. "Now you know what it's like!"

Apacci growled, deciding to forget her animosity towards the hero and focus back on her teammate. The two looked ready to go another round when Sung-Sun splashed both of them. Angrily, they tried to splash her at the same time, only for Sung-Sun to disappear under the water before they could get her.

"You know what, Ben?" Lilynette said, watching the three try to water-fight each other as she swam next to the alien hero. "This pool thing was a really good idea. Glad you thought of it."

Ripjaws rubbed his neck. "Aww, thanks, Lilynette. Glad you liked…" his response was cut short as Lilynette splashed water in his face.

"Ha!" Lilynette cheered. "Got ya!"

As the five played around in the pool, Harribel stood off to the side, her arms crossed as she watched them all have a fun time.

…

Eventually everyone decided that they'd had enough swimming for now and started climbing out.

"That was…actually fun," Apacci found herself admitting.

"Yeah," Mila Rose added. "I don't remember ever doing anything like that in…well ever."

"I never imagined what it would be like to just relax and enjoy ourselves," Sung-Sun confessed.

Lilynette smiled at the trio. "See? Great idea, right?"

"I'm glad you all had a good time," Harribel said as she walked towards them. She then turned her head towards Ripjaws, who was the last one to climb out. "Thank you, Ben Tennyson, for doing this." She handed him a towel.

Ripjaws shrugged before transforming back into Ben in a flash of green light. "You're welcome," he said as he dried himself. "At least I found something for us to do."

"Well, well. Look at all of you."

Everyone turned to see Gin walking towards them with that ever present smile upon his face.

"Hey, Gin," Ben said, waving at the Soul Reaper.

"Hey, Ben. What's going on here?" He spotted the pool in the distance. "What's this? An actual swimming pool? You made this, Ben? Let me guess. Armodrillo and Water Hazard right?"

Ben nodded. "That's right."

"That's actually a pretty good idea," Gin rubbed his chin in thought before grinning at Ben. "Or did you make it so you could see the ladies in swimsuits?"

Ben rolled his eyes, not rising to the bait this time. "What brings you here?" he asked instead.

Gin pouted when he saw that he wouldn't get the reaction he wanted. "Well, Grimmjow and his Fraccione have gone AWOL." While this surprised Ben, the girls were utterly shocked by the news. Harribel's eyes narrowed.

"They went to Karakura Town didn't they?"

Gin nodded. "Seems Grimmjow wasn't happy with just letting Ulquiorra handle things. Speaking of which, did Starrk already tell you about the new guy Ulquiorra and Yammy ran into, Ben?"

"He and Lilynette did," Ben said. "I _might_ know who he is but I'd have to see him in person to be sure."

"Understandable," Gin said. "Anyway, Tōsen is about to retrieve them. Wonder how Lord Aizen's going to react to this. Anyway, just wanted to let you guys know. See ya later." With that he left as abruptly as he had arrived. Though now the atmosphere was a lot less cheerful.

"This is ridiculous," Mila Rose scowled. "Grimmjow's gone too far this time."

Harribel turned towards Ben. "Grimmjow believes that this mysterious new man, alongside a Soul Reaper named Ichigo Kurosaki, are potential threats that need to be eliminated. Lord Aizen decided to simply keep an eye on them and, if they proved to be threats, let Ulquiorra deal with it."

"He probably just wanted to prove that he could take them out," Apacci scoffed. "He was making fun of Yammy for how he got beat up, bragging about how he could take down the Soul Reaper and the other guy in one blast, and Yammy reminded Grimmjow about how you beat him up."

"Those like Grimmjow are both prideful and love fights," Harribel explained. "Grimmjow is powerful but he is also full of himself. I wouldn't be surprised if he did attack simply to rub it in Yammy and Ulquiorra's faces."

"Serves him right if he gets killed," Sung-Sun said.

Ben stared at Harribel's group. He and Grimmjow were anything but best friends but he was surprised at how he was so disregarded by the others. Ben had a feeling the only reason the Espada worked together was because of Aizen alone.

"Hey, Ben," Lilynette said. She had dried off for the most part but her clothes were still soaking wet. "Think you can use one of your aliens to dry us off faster?"

Ben chuckled. "Sure thing, Lilynette." He activated the Ultimatrix again and transformed into Terraspin. "Now for a quick blow-dry!" He dove into his shell as his limbs contorted into more fan-like structures that started spinning fast.

"Ben!" Lilynette shouted as sand started getting kicked up everywhere, the force of the wind threatening to lift her off her feet. "This isn't what I had in mind!"

"This way's faster!" Terraspin shouted back.

"Faster at getting us dirty!" Apacci yelled at him.

Terraspin spun for a moment or two more before he slowed down to a stop. "There," he said as he turned back to normal. "That should…do…" The words failed him as he took in his handiwork. The girls were definitely drier, but their hair was now a total mess. Apacci and Lilynette's was sticking up all over the place, though Lilynette didn't have as bad due to her helmet. Mila Rose's was poofed out everywhere like she had experienced a bad shock, and Sung-Sun's was sticking straight back, looking like a horn of hair. Ben was torn between panicking and laughing.

"Uh…sorry?" he said with a sheepish smile.

…

Once the girls got their hair straightened out, the group decided to go their separate ways. Harribel and her girls went back to their chambers while Lilynette and Ben returned to theirs.

"Oh man, that was awesome!" Lilynette said, clutching her sides. "The looks on their faces were priceless!"

"I'm glad Harribel was there to calm them down," Ben said. "They looked ready to kill me. Again."

"Oh they wouldn't," Lilynette said, patting him on the back. "I doubt they'll ever say it but I think they like you a lot more than they let on. Or at least, hate you less than anyone else."

"You think so?" Ben asked her.

"Aside from Lord Aizen, you're the only guy who's actually nice to them," Lilynette pointed out. "I doubt they really want to get rid of you."

Ben rolled his eyes. "That makes me feel so much better."

Lilynette just giggled at him as they went inside their room. Predictably, Starrk was still snoozing on his bed of pillows. It amazed Ben had long somebody could sleep. Even he wasn't that lazy, not even when he was ten. Lilynette's grin widened. She made her way over to Starrk, who rolled over on his back. Lilynette raised a hand before shoving it right into Starrk's mouth. Ben blanched as Starrk's eyes widened. Lilynette pulled her hand out of his mouth and stood back as Starrk shot straight up, sputtering and coughing.

"Hey, Starrk!" Lilynette chirped. "We're back."

Starrk gave her a half-lidded glare in response. "Yes, Lilynette. I noticed." He flopped back onto his pillows. "So, how was the pool?"

"It was fun," Lilynette said as she sat down beside him. "Harribel's Fraccione joined us but Harribel herself didn't."

"Huh," Starrk said, already half-asleep. "I wonder why?"

"Who knows," Lilynette said as she leaned back, using Starrk's own body as a pillow. "It was still nice. And it's all thanks to Ben."

Ben smiled as he climbed onto his own bed, thinking some rest would actually do him some good. "You're welcome, Lilynette."

As his head hit the pillow, Ben thought about all the interesting things that had happened today: battling a Vasto Lorde, learning some more about Ulquiorra, swimming. It had been an eventful day.

Then Ben's thoughts drifted to the mysterious new guy in Karakura Town. What was he like? Was it possible for them to become allies? How did Soul Society recruit him?

That in turn made Ben think about Aizen. He still wasn't sure if the guy was all he said he was. For all he knew, Aizen had lied about Soul Society or he was telling the truth but was just as bad as they were. But the guy was very charismatic and he had a way of putting doubt in your head. Ben needed to find a way to learn Aizen's true colors.

…

Speaking of whom, Aizen was sitting in his throne room. By now Tōsen had returned and was no doubt bringing the Sixth Espada here to face the consequences. During his little excursion, Grimmjow had managed to lose all of his Fraccione. Apparently Soul Society had taken the arrival of the Arrancar seriously and had stationed some Soul Reapers there.

Aizen smiled as Tōsen and Grimmjow approached his throne. Grimmjow was bleeding from a cut on his side, a burn on his shoulder, and a nasty wound on his torso that Aizen was certain would leave a scar. But none of this deterred Aizen in the least.

"Welcome home, Grimmjow," he said to the Sixth Espada, who simply had his hands in his pockets, as if he wasn't bothered by his actions at all.

Tōsen noticed this as well and frowned. "Well?" he asked the Arrancar. "Don't you have anything to say for yourself."

At first Grimmjow said nothing. "Not a damn thing," he said with disinterest.

"You bastard," Tōsen hissed at him.

"It's alright, Kaname," Aizen said, causing the Soul Reaper and Arrancar to look up at him. "I'm not upset. Not at all."

"Lord Aizen…" Tōsen started to protest before Aizen cut him off.

"I feel that Grimmjow's actions were out of loyalty and a desire to serve." His eyes landed on said person. "Is that not so, Grimmjow?"

Grimmjow scowled and his eyes narrowed. "Yeah. That's right."

Tōsen snapped, grabbing Grimmjow by his collar. "What are you doing, Tōsen?" Grimmjow asked in a tone that implied he was ready to go toe to toe with the Soul Reaper. Tōsen wasn't pleased by Grimmjow's disrespect and insolence.

"Lord Aizen!" he said pleadingly. "Allow me to execute this man!"

"Kaname," Aizen said softly.

Grimmjow's face went from tranquil anger to a smug smirk. "So that's how it is. You just don't like me. Can a commanding officer have that kind of attitude?"

"I have no tolerance for those who commit discord," Tōsen told him. "That is all."

Grimmjow's eyes narrowed again. "For the group's sake?"

"For Lord Aizen's," came the curt reply.

Grimmjow laughed. "You're good at pulling that righteous bullshit, aren't you?"

Tōsen's hand drifted to the hilt of his sword. "Yes. Righteousness in a great cause, something your own actions lack. For justice without a great cause is no different than senseless murder."

Grimmjow frowned, trying to figure out where Tōsen was going with his preaching.

"However," Tōsen went on as he began drawing his sword. "Murder in the name of great cause is…" Then in one quick moment he severed Grimmjow's left arm from the shoulder down. "Justice."

Grimmjow roared in pain as his arm fell to the floor. But Tōsen wasn't done yet. "Hado #54! Haien!" He slashed the air with his sword, sending a purple blast of energy at Grimmjow's dismembered arm, reducing it to ashes.

"Fuck!" Grimmjow screamed in both pain and anger. "Fuck! Fuck! Fuck!" His face was absolutely livid. "You bastard…my arm…" He started gathering energy in the palm of his remaining arm. "I'll kill you!"

"Stop, Grimmjow," Aizen said, freezing the Arrancar in his tracks. "If you were to attack Tōsen here, I would no longer have any reason to pardon you."

Grimmjow seethed at this. Tōsen had robbed him of a limb and he was going to get away with it? Seeing that there was no way he could win in this situation, Grimmjow stormed out of the throne room.

…

Later, Aizen made his way down a flight of stairs to the lower levels of Las Noches.

"Playing with your subordinates again?" a playful voice asked as Aizen turned around a corner. "That's not a very nice thing to do."

Aizen just smiled at the voice. "So you saw, Gin?"

Sure enough, Gin was leaning against the wall with a smile.

"You knew Kaname was going to act like that from the beginning," Gin said in amusement. "With the way you kept egging him on like that."

"Perhaps," Aizen said, nonchalantly.

"You know, it's ironic, really," Gin said. "Grimmjow tore off Ben's arm during their fight, then he gets his own cut off. That's karma isn't it?"

Aizen paused in his steps as he realized the same thing Gin had. He actually let out a small laugh at the irony of the situation.

"Think that's why Tōsen cut off his arm?" Gin asked.

"I couldn't say. It's possible though."

"But we lost five Arrancar too," Gin added, though he didn't sound at all bothered by their loss. "I get that they were just Fraccion but I thought they'd do better than they did."

"That is not an issue," Aizen reassured him. "After all, they were only weak Hollows before they became Arrancar. The plan hasn't changed in the slightest."

"Are you still going to look for more Vasto Lorde?" Gin inquired. "Heard Ulquiorra and Ben ran into a nasty one earlier."

"Yes they did, and Ben revealed a new trick," Aizen said. "The Ultimatrix gives his aliens a stronger secondary form. Ultimate forms."

"Ah!" Gin said in realization. "So that's why it's called the Ultimatrix. And what Ben meant when he said it made that Albedo guy's aliens stronger."

"Yes, that was the same conclusion I made. It was clever of him to keep such a feature a secret."

"And how clever it was of you to put him in a situation where he'd actually use it," Gin added. "So I guess it's safe to assume he can do that with all his aliens?"

"As a precaution, let's assume that," Aizen said. "And we still don't know the exact amount of aliens that are within the Ultimatrix. Suppose he had over a hundred, a thousand, or possibly even more."

Gin whistled. "No wonder that Vilgax guy was so eager to get his hands on it."

"Yes and it makes Ben both a valuable ally…and potentially a dangerous enemy."

"So, are you gonna work more on him than trying to find more Vasto Lorde?" Gin couldn't help asking.

"I won't deny the benefits of such a notion," Aizen replied. "Though I will need to be careful. Ben may have a naïve sense of morality but he is undoubtably intelligent. He is still suspicious of me and I wouldn't be surprised if he tried finding out what my true motives are. I should be fortunate he didn't witness what happened to Grimmjow, that would undoubtedly cast doubt upon me at the very least. I need to keep Ben distracted while at the same time preparing for the upcoming war."

"How do you plan on doing this?" Gin asked, truly curious to know what his leader had in mind.

Aizen's smile grew slightly. "Aside from his training, he seems to be getting along very well with Harribel's group. Perhaps I can encourage them to spend just a little more time together. After all, what normal young man would resist the company of a group of attractive women?"

Gin chuckled. "Lord Aizen, are you playing matchmaker?"

"I am merely having them spend more time together," Aizen said in a tone that suggested otherwise.

"You know, I'm surprised," Gin said. "You haven't once tried to use Kyoka Suigetsu on him. Are you worried that he might have an alien that can counter it?"

"Considering the powers of the aliens I've seen so far, such a claim wouldn't be far-fetched. But no, I find myself intrigued. He's so different, so new."

Gin snapped his fingers. "So that's how it is. You think Kyoka Suigetsu would be too easy. You want an actual challenge. If I didn't know better, I'd think Ben was bringing out a more playful side of you, Lord Aizen."

"A more playful side?" Aizen mused. "Hmm. You might be right, Gin."

"So, think Ben will actually hook up with any of the girls?"

"Who's to say? He might, he might not."

"Wouldn't it be something if he managed to actually hook up with _Harribel_?"

"Harribel?" Aizen imagined Ben and Harribel holding hands together. "Now that would be something to see." He sighed in amusement. "But first, I need to find someone who can take Grimmjow's place among the Espada."

"Maybe you should give the spot to Ben," Gin suggested.

Aizen let out a completely genuine laugh, startling Gin. "Now _that_ would be something. I can already imagine the reaction of the other Espada. But no, aside from the fact that he isn't an Arrancar, doing so would only cause more harm than good in the long run. It'll have to be someone else."

Gin quickly composed himself. "Awww, that's a pity. Ben would probably make a really good Arrancar." And with that, he left the room, leaving Aizen to his thoughts.

"Yes," Aizen said to himself at Gin's departing words. "He would, wouldn't he?"

 **End of Chapter**

 **Man, oh man. For awhile I thought I would never complete this chapter. I just feel bad because I was hoping to have it up by Halloween. Sadly, my job had other plans.**

 **TIM: No worries, Bigby. You shouldn't try to force yourself. Just write when you feel like.**

 **Bigby: Hey, Incredible Muffin. Glad you could make it! What'd you think of the chapter?**

 **TIM: It was great! We finally got to see an Ultimate form.**

 **Bigby: Oh I hear ya. It's just not an Ultimate Alien story without….Ultimate Aliens. I bet the fans have been anxious to see one of them by now.**

 **TIM: And we got to see some more Ben and Harribel moments. Always a plus.**

 **Bigby: Hey, if I want to pull their pairing off, they need to at least interact with each other right?**

 **TIM: True, true. Can't wait until our stories connect more.**

 **Bigby: You mean when Ben and Ken meet? Same here. That's going to be fun to write about.**

 **TIM: You're not gonna get upset just because Ken can hold his own will you?**

 **Bigby:….Okay if it was any other time, I might have. But I've wised up since then. A little anyway. I promise I will do better to behave when it comes to characters' strength levels. No guarantees but I will make an effort.**

 **TIM: Hmm. Cool. By the way, I noticed Mila Rose didn't seem to mind Ben getting flustered by her figure. Why is that? Are you turning your story's pairing back into a harem?**

 **Bigby: I had a feeling someone was going to point out that out, so I might as well address it. No, this story is still a monogamous pairing. That segment was inspired by a scene from a Bleach fanfic called White by Melkor's Mercy. While that fic** is **harem fic, mine still isn't.**

 **TIM: Huh. Why'd you include it then?**

 **Bigby: Meh, considering how much Harribel's Fraccion like to one-up each other, I wouldn't be surprised if they fought about who was the best looking. And considering Ben's one of the few guys who treats them respectfully and reacts to their looks, they might turn to him for an opinion.**

 **TIM: Hmm. Okay I can see that. So anything else you want to talk about?**

 **Bigby: Just something for the readers. One: I know this is a little late but I want to shout out to Hero-Time10, who actually made a TVtropes page for this fic and the original.**

 **TIM: Really? That's great!**

 **Bigby: Yeah. Thanks Hero-Time10! I appreciate it! Also, my readers, remember my Bigby's Den thing I made at the end of my chapters? I decided to scrap that and instead I created an actual fic called Bigby's Den. It was actually inspired by stories such as Times with the Muffin, created by my pal here. Thanks again for the inspiration, man.**

 **TIM: Sure thing, Bigby. Glad I could help inspire you.**

 **Bigby: In short, it's a series of one-shots where I run a House of Mouse-type club called, of course, Bigby's Den where I interview various fictional characters as well as updates to my story plans. I'm told it's actually a lot easier than lengthy author's notes.**

 **TIM: Hey, if that's what you want to do, Bigby, go for it.**

 **Bigby: Thanks, man. If anyone's interested in reading it, just go to my profile page and you'll find the link there. Also, would anyone be interested, or know someone who would be interested, in writing a crossover between Ben 10 and the cartoon Miraculous: The Tales of Ladybug and Cat Noir?**

 **TIM: That one show you told me about?**

 **Bigby: What can I say? It's grown on me. I would love to see a crossover between the two shows but I don't want to risk writing my own. I'm doing what I can to stick to the stories I already have. No need to make more since we already know how much trouble that causes.**

 **TIM: *laughing* Good point. So, are we going to see some more Harribel and Ben interacts in the next chapter?**

 **Bigby: I'd say that's a safe assumption. But I'll need to plan this chapter out thoroughly. Since most of the canon action happened on Ichigo's side of things, I have free rein on the Arrancar side. The tough part is deciding what to do.**

 **TIM: Well, you've gotten this far, I know you'll think of something.**

 **Bigby: Well then I'll do my best not to let you or my readers down. Take care everyone! See ya next chapter!**


	11. Ultimate Heroes Continued

**Disclaimer: I do not own Ben 10 or Bleach, which solely belong to their respective owners.**

 **Hey, guys. Yes, I know it's been awhile but I had trouble getting myself motivated to write. Not due to lack of interest in the story, I assure you. Just that I had trouble getting up and actually writing. I finally gave myself a goal: write** at least **a thousand words a day. Surprisingly did wonders for me. Well, I won't hold you guys up too much. First and foremost, I would like to thank both Vandenbz and Ryujin Jakka 92, formerly known as Pyromania101. I appreciate the work they've done into proofreading my story, though I am** trying **to improve my grammar so I'm not dumping a heap of work onto them.**

 **And now, onto the chapter:**

 **Ultimate Heroes Part II**

Once again, Ben found himself about to train with Tōsen. Both were back out in the courtyard, Ben waiting anxiously as Tōsen drew his zanpakuto. Off to the side, Lilynette was sitting down beside Harribel's Fraccion, who had received permission to watch from their leader.

"I believe you are finally ready to face my Bankai, Ben," Tōsen said once he had fully drawn his sword. Ben had a strong feeling that was what they would be going over and wondered what Tōsen was capable of. "You must remember that all Bankai are different but hopefully this will show you that once a Captain uses theirs, you must be prepared for anything."

Ben nodded as he activated his Ultimatrix, scrolled to the alien he wanted, and slammed the dial down. In a flash of green light, he had changed into an alien that resembled a human-sized, red manta ray.

"What alien have you turned into now?" Tōsen inquired, the familiar noises easily indicating that Ben had transformed.

"I call this guy Jetray!" The alien declared in a raspy voice.

"Another fish guy?" Apacci asked, not particularly impressed by the alien's appearance. "Wonder what he can do."

"A new alien, hmm?" Tōsen mused. "Well, let us see how well you do with this one." He held his sword up with his right hand and placed his left upon the crossguard's ring. Jetray's eyes narrowed as the ring suddenly started spinning. As it spun, it started getting noticeably bigger. At first, it was as big as Tōsen's hand and then all of a sudden grew to be as big as Tōsen himself! "Bankai!" Tōsen declared. Suddenly the ring detached from Tōsen's zanpakuto and somehow managed to split itself into ten rings that encircled the Soul Reaper.

"Okay," Jetray muttered at the sight. "Not what I was expecting."

Instead of responding to the hero's quip, Tōsen slashed the air with his sword and the rings scattered. Jetray was about to attack, thinking the rings were coming at him, only to be confused when the rings instead formed a large perimeter around him. Jetray tensed, wondering what sort of attack they were going to do.

Suddenly something that could only be described as a dark void began to form within the rings before oozing out of each one like a giant blot of ink. Jetray watched in amazement as the darkness from each ring mixed with each other, shaping into what seemed to be a giant black dome. And he was inside it.

…

Off to the side, Lilynette and the others watched as the giant dome was completed, the rings forming ropes that connected the dome to the ground.

"Now we can't see what's going on!" Lilynette whined in annoyance.

"So this is Tōsen's Bankai," Mila Rose said with narrowed eyes. "I wonder what it's really capable of."

"And whether or not Ben has what it takes to overcome it," Sung-Sun added.

"Ben will," Lilynette said and the other girls were taken aback by the sheer amount of confidence in her voice. "I know he will."

"Don't be too sure of him, Lilynette," Mila Rose cautioned the smaller girl. "Tōsen is a former Captain of Soul Society, one of their best fighters. Ben will probably have to do something very clever to get himself out of this one."

"Just watch!" Lilynette snapped at her. "Ben's gonna kick Tōsen's butt and come out of there like it was nothing. You'll see."

Apacci sneered. "You seem pretty attached to Ben, Lilynette. Since when you were two buddies?"

"Since I had somebody who I could actually spend time with instead of just lying around like Starrk does," Lilynette replied smartly. She looked back at the dome, her gaze intense. She mentally cheered Ben on, confident that he would succeed.

…

Once the dome was complete, Jetray could see absolutely nothing. Not even the hand in front of his face. He blinked a few times but it was so dark that he couldn't tell if his eyes were open or closed anymore.

"What is this supposed to…?" Jetray wanted to ask but froze when he realized that although his mouth was moving, no words were coming out. Jetray cried out or at least tried to, but was still unable to make a sound. He wasn't just unable to see, he wasn't able to speak either.

He had little time to adjust to this development when he felt a light cut across his stomach. Jetray silently screamed in pain as he staggered. Tōsen had attacked but he hadn't seen him coming. He hadn't heard anything either! Then it dawned on the wielder of the Ultimatrix: this was Tōsen's Bankai. As long as he was in this dome, he couldn't see, hear, or talk. Though he could apparently still feel, as the cut he had received hurt a lot. Out of curiosity, he took a quick sniff and found that he couldn't smell anything either. So this dome disabled four of his five main senses. Jetray tried to think of a strategy when he felt another cut, this time on his back, and it was a little deeper. Jetray fell to the ground. He definitely understood why Tōsen had warned him about Bankai. If all the Captains were capable of something like this…

Jetray figured that if he could escape the dome, then he could regain his senses and come up with a better strategy. Even if Tōsen wasn't aiming to kill him, he wouldn't last long if he just stood there and kept getting injured. With no other choice, Jetray shot into the air, hoping to fly straight up and out. His only hope was to move faster than Tōsen could attack. But instead of getting his senses back, Jetray felt himself slam into a wall. The impact was strong enough to stun him and Jetray could feel his body plummet to the ground below.

He winced as his back came in contact with the ground, sand getting in his cut. If that didn't make matters worse, he felt the flat of Tōsen's sword strike him, this time with enough force to send him reeling backward. Okay, so he couldn't just leave the area. Looks like the only to get his senses back was to beat Tōsen. But how was he supposed to beat someone he could only feel? Jetray froze as an idea came to him. On instinct, he reached to where the Ultimatrix dial was on his chest and felt himself transform.

…

Tōsen said nothing as he heard the familiar sound of Ben changing aliens. Throughout this session, he clearly had the upper hand. He heard a whooshing sound, signifying that this Jetray alien was capable of flight, and then the sound of something hitting a solid surface. So Ben thought he could escape Tōsen's Bankai and learned the hard way that it was impossible. Of course, Ben had no way of knowing the only way to regain his senses was to touch Suzumushi's hilt. So Ben had decided to use a different alien? Tōsen couldn't deny his curiosity, wondering if Ben's adaptability would help him overcome this obstacle. Tōsen charged forward and swung his sword again. This time he froze when he felt his zanpakuto strike something unusual. It felt like he had cut into something that was partially liquid. He had little time to ponder this when he felt the substance latch onto his blade and move along towards his hand. He tried to pull away but felt himself being pulled forward and then his entire body was engulfed in the strange, liquid substance.

Ben realized he could see the moment he pulled Tōsen into his body. Since he needed to allow Tōsen to hit him in order to attack, Ben had turned himself into a vaguely humanoid alien composed entirely of a green slime-like substance, the Ultimatrix symbol on his chest while a small ufo hovered above him.

"Gotcha!" The slimy alien said in a high pitched, though smug tone. He shifted Tōsen around within so that the Soul Reaper's head was sticking out but the rest of him was still stuck in the alien's body.

"As before, you continue to surprise me, Ben," Tōsen said, trying to get free and finding it difficult to. "So, I'm assuming you have transformed into a formless alien with a body composed of pure liquid."

"That's right," the hero said. "That's why I call him Goop!"

"Well done," Tōsen genuinely complimented. "As you have no doubt realized, my Bankai, Suzumushi Tsukishiki: Emma Korogi, creates a vacuum that nullifies all of my opponent's senses except for touch, and that no one can escape it save those who touch the hilt of my zanpakuto. Of course, if you manage to hold the entire sword at once like you have, that works as well."

"That's a crazy power you have," Goop said respectfully. "Bankai really are dangerous. Kinda wish Aizen had told me what the other captains could do."

"Take it as a sign of his confidence in you, Ben," Tōsen told him. "So, about this Goop form of yours? It is capable of reforming itself from any attack?"

"That's right," Goop said, flexing his arms even though Tōsen couldn't see.

"Even an explosion?" Tōsen suddenly asked.

"Uh…why?" Goop replied hesitantly.

"Hado #31! Shakkaho!"

A red ball of light formed in Tōsen's hand before exploding. The explosion made Goop rupture, spreading his body all over the place. Goop felt his body reform but noticed that he couldn't see or hear anything again. Kidō. He should have known Tōsen might use Kidō, and he had a feeling Kidō would be used more in this match. Goop knew it was time to dial in someone else since Tōsen wouldn't fall for the same trick twice. He reached down and tapped the Omnitrix again. Even though he couldn't see himself transforming, he could certainly feel it taking effect. If Tōsen could see, he would notice that Ben had transformed into an alien that resembled a vaguely humanoid being with a black and yellow striped body, crab-like pincers for hands and feet, and a metallic head that actually hovered between his shoulders instead of being attached to his body. However, Tōsen did know that Ben had transformed again and to him, that was all that mattered. He decided not to take chances.

"Bakudo #9, Geki!"

Tōsen made a series of hand signs in the air as his body began to emit a red energy. Ben felt energy coursing through the air and found that he was completely incapable of movement. Tōsen had cast a Bakudo spell that left him completely immobilized. He couldn't attack, block, or even switch into a different alien.

Of course, Ben didn't really need to move for what he had planned. Lodestar had power over magnetism, including making himself attractive to any metallic objects nearby.

Tōsen was about to follow through with another attack when he felt a tugging sensation on his zanpakuto. He didn't have much time to wonder because the next thing he knew, his zanpakuto flew out of his hands!

Lodestar might not have been able to see, hear, or smell, and at the moment was unable to touch anything conventionally, but he was able to feel Tōsen's zanpakuto with his power. With a bit of effort, he had the sword slide along his body and into his hand. The moment he did, all of his senses were restored.

"It worked!" Lodestar declared happily. "Guess Suzumushi was no match for my magnetic personality."

Tōsen frowned. "An alien with magnetic abilities as well. I should not be surprised; you have an alien for everything."

Lodestar chuckled, trying to move but found himself still immobilized.

"But while resourceful, you have not won," Tōsen reminded him. "You have my sword but as you cannot move, I can simply retake it. I believe I have won, Ben."

If Lodestar could scowl, he would have but he knew Tōsen was right. Lodestar was pretty tough but near useless without metal and the only metal was his…

Wait.

Lodestar took in his surroundings. It was dark but definitely not as dark as when he was blind. He could vaguely see the rings above him and Tōsen, some sort of Japanese symbol he couldn't translate, and wires that extended from the rings to the ground, giving the impression of a giant black tent. Lodestar looked back at Tōsen and chuckled. The Soul Reaper frowned at this sudden change in attitude.

"Ah, Tōsen," Lodestar said cockily. "My power works on all things metal." He created a glowing green energy field around himself.

Tōsen couldn't see what Lodestar was doing but he could certainly feel the hero's power taking effect. "What are you…?" He stopped when he heard a shaking sound. Soon it was coming from all across the dome. At first, the former captain was confused by what was taking place but soon he realized, gaping in shock. "Ben, are you trying to…?"

But his words died as the rings holding the dome in place shot off from their positions and towards Lodestar like bullets. The hero winced as the ten large rings struck him simultaneously, his head ringing from the impact.

"Maybe that wasn't such a good idea," he muttered to himself.

"W-what the?!" Apacci yelled. For a while she and the other girls had just sat there, waiting for something to happen. Then all of a sudden the rings disappeared into the dome, which proceeded to vanish, and then they saw Tōsen and a metal-headed creature, obviously Ben, covered in the rings while holding Tōsen's zanpakuto.

"You turned into a new alien!" Lilynette exclaimed excitedly. "And this guy's magnetic?"

"Yep," Lodestar grunted in discomfort. "Lodestar is very attractive wouldn't you say?" All four girls gave him deadpan looks at that. "Tough crowd." He released his hold on the rings and zanpakuto, causing them all to fall to the ground in a clanging heap.

"Incredible," Tōsen muttered. "Never before has anyone ever tried to break my Bankai that way." He became quiet as if troubled by something before shaking his head. "Well done, Ben."

Lodestar rubbed a pincer across the back of his head. "Thanks, Tōsen." A flash of green light and then Ben was standing in Lodestar's place.

"I have confidence that you can handle the Bankai of the captains," Tōsen told him as he went over to pick up his sword. "But always be on your guard."

"Got it," Ben said, still thinking about when he was first affected by Tōsen's Bankai. It also made him worry about what the captains were really capable of.

"I believe that concludes your training for today," Tōsen declared, the rings having reverted back into one small ring that was reattached to his zanpakuto. "Though I think there is little else for me to teach you. We can still spar if you wish."

"Sounds good," Ben said politely.

Tosen nodded before turning around and walking back inside Las Noches.

"Hey!" Ben called to him, stopping the Soul Reaper. "Were you able to figure out anything else about that strange guy in Karakura Town?"

"I'm afraid not," Tōsen admitted. "Except for another of his abilities. Apparently, he can now shoot fire and red energy blasts of intense heat."

Ben raised a brow at that. Fire and red heat beams. He put his hands in his pockets. "I'm starting to think this guy's from another universe. That or he's somebody who showed up in my universe that I didn't know about."

Tōsen nodded. "I see. Thank you for your time, Ben." He resumed heading back into Las Noches.

Ben had little time to think about this new development when Lilynette latched onto his neck. "I knew it! I knew it!" She shouted, causing Ben to wince since she was screaming right into his ear. "I knew you could beat him!"

"He didn't actually win, Lilynette," Sung-Sun pointed out to her. "At best it was a draw."

"Oh, what do you know?" Lilynette growled at the other Arrancar.

"Certainly more than you," Sung-Sun said to the side.

"What was that?!" Lilynette let go of Ben's neck and stomped over to Harribel's Fraccion. "You want to fight, Sung-Sun?!"

Apacci laughed. "Want me to help, Lilynette? I've wanting to get at this bitch for some time now."

"My, what's this, Apacci?" Sung-Sun snidely retorted. "Too scared to fight me without someone else helping you?"

"What?!" Apacci snarled. "I'll take you on right…!"

Ben decided to intervene before things out of hand. "Okay, enough!" He put a hand on the Ultimatrix threateningly. "Don't make me go Upchuck on you."

All four girls blanched at Ben's threat, especially Harribel's Fraccione, even Mila Rose, who had done nothing to warrant it.

Apacci narrowed her eyes at him. "You wouldn't."

Ben raised a brow at her. "Wouldn't I?" He challenged.

The girls all tensed as Ben's hand moved to activate the Ultimatrix.

"Okay, okay," Lilynette held her hands out in front of her, backing away from Sung-Sun. Apacci quickly followed suit. "Happy now?"

Ben smiled, removing his hand from the Ultimatrix. "Yes. Very much so."

The girls shot him irritated looks but said nothing in case he decided to follow through on his threat after all.

"Come on," Ben told them. "Training's over, so let's go and do something fun."

"Oh? Mind if I join you?"

The group turned to face the one who addressed them. Walking their way was an Arrancar Ben didn't recognize. He was male judging from his voice and body build, but he also looked quite effeminate. He had curly black hair that was unevenly cut, making it looked slanted on his head, and three pink stars above his left eyebrow. The remains of his Hollow mask were attached to the side of his head like a hair accessory. His shirt had long sleeves that covered his arms and hands. Aside from two square-like openings on the sides that revealed his abdomen, his shirt also had an opening just below his left arm where his zanpakuto was sheathed.

Mila Rose narrowed her eyes. "Luppi Antenor. What are you doing here?" Ben looked over and noticed that Apacci and Sung-Sun were also sporting looks of contempt.

Luppi just flashed Mila Rose a cocky grin. "Now, now, Mila Rose. Is that any way to address an Espada?"

Ben and the girls' eyes widened, Apacci stammering for a few minutes before collecting herself. "An Espada?!"

"~That's right~" Luppi sang as he shifted the opening on his right, revealing a big black 6 on his hip. "You didn't think Grimmjow would be allowed to keep his rank after what he did, did you? Tosen cut off his arm and incinerated it, not leaving any trace."

"He did what?!" Ben exclaimed, stunned by this revelation.

Luppi just smirked at Ben. "Since Grimmjow is now too weak to be in the Espada, he had to be kicked out."

"And Lord Aizen made you Grimmjow's successor," Sung-Sun looked away, most displeased with the new development.

Ben was shocked. He had never been given the actual details of what happened after Grimmjow and his gang went to Karakura Town and he was not expecting the aftermath either. His thoughts were cut off when Luppi walked right in front of him, lavender eyes piercing into his own. Ben yelped and took a few steps back. Luppi sneered at the display.

"Ben Tennyson," he said mockingly. "The great hero who can transform into a bunch of aliens. Both Nnoitra and Grimmjow were really interested in you." There was something malicious in Luppi's tone and his sneer looked sinister, causing Ben to think there might be more similarities between this guy and Grimmjow than he would have guessed. "Since I've already taken Grimmjow's rank, it's only fair that I take down the guy he was so eager to beat. I hope you'll give me a challenge."

Ben tensed up and prepared to reach for the Ultimatrix. He had just got done training and now he was about to get into another fight.

"Knock it off, Luppi!" Apacci warned. "Lord Aizen already got onto Nnoitra and Grimmjow for fighting Ben; do you really think he'll let you do the same?"

Luppi directed his smirk towards Apacci now. "Oh, but Lord Aizen gave me permission."

"What?!" Lilynette and Harribel's Fraccion shouted at once, Ben was too surprised to say anything.

Luppi tilted his head and shrugged his shoulders, looking like a playful child. "When Lord Aizen gave me my rank, I asked if I could spar with Tennyson. To see how well I did against him."

"And Lord Aizen just let you?" Sung-Sun asked incredulously.

Lilynette huffed. "I think Lord Aizen did it because he knew Ben would win so there was nothing to worry about."

Luppi scowled at Lilynette, all childishness gone. "Watch it, Lilynette. You may be Starrk's Fraccion but I'm still an Espada. You will talk to me respectfully." He looked over at Harribel's Fraccione. "That goes for you three too. I have nothing against Harribel since she's Number Three but I thought she'd teach her Fraccione better manners.

Okay, Ben had had enough of this guy. "Back off," he warned. "I don't care if you're an Espada or not, don't talk to my friends like that."

Lilynette, Apacci, Mila Rose, and Sung-Sun stared at Ben who smiled at them in turn.

Luppi scoffed. "Your friends, huh? Well, if it makes you feel better, you can all attack me at once. I want a real challenge after all."

Ben clenched his fists. Nnoitra and Grimmjow were bad enough but this guy was way more obnoxious than either of them. The guy needed to be taken down a peg and since Aizen had, apparently, gave his permission for this, there was nothing for Ben to be worried about.

"I'll take you on by myself," he declared. While Ben was confident, he also wanted to face Luppi alone because he didn't want to risk the others getting hurt.

"Ben, are you sure?" Sung-Sun asked. "I'm sure the four of us together can take him down."

"What do you mean four?" Lilynette frowned. "There's five of us."

"You can fight?" Apacci asked and it was hard to tell if she was being serious or just joking.

"Why you…!" Lilynette looked ready to attack Apacci.

"So," Luppi spoke up, his voice dropping. "You're so sure that you can take me on by yourself? Let me guess, you think that just because I'm not Grimmjow, that you're better than me?!"

"You really like to talk don't you?" Ben said as he activated the Ultimatrix and began scrolling through his aliens.

Luppi fumed as Ben found the alien he was looking for and slammed the dial down. As she shielded her sight from the flash of green light, Lilynette wondered if Ben was going to use another new alien. After the light passed, the Arrancar looked to see a new alien, and one unlike any they had ever seen before. This alien was encased in a large suit of armor that resembled an oven or furnace with arms and legs.

Luppi laughed at the appearance of this new alien. "What kind of alien is that?! It looks ridiculous!"

"This is NRG!" The new alien proclaimed in a Russian accent. "Now are we going to stand around and talk? Or are we going to fight?"

Luppi cocked his head. "This will be too easy." He drew his sword from its sheath.

Lilynette and the others quickly put some distance between the combatants and themselves. "Do you think Ben can do it?" Apacci asked.

"You still doubt him?" Lilynette glared at the other Arrancar.

"Lilynette, Ben does have skills but we've never actually seen him beat any of the Espada," Mila Rose reminded her. "And Grimmjow would have killed him if Nnoitra hadn't gotten in the way."

Lilynette became downcast as she realized that Mila Rose spoke truthfully.

"I doubt he should have any trouble against Luppi," Sung-Sun reassured her. "Luppi may be an Espada now but he was originally just a lowly Numeros until an opening was conveniently available. I believe he was chosen only to fill in the gap and nothing more."

Unfortunately for her, Luppi happened to hear that. He glared over at the girls. "After I'm done with Tennyson, I'm coming for you, Sung-Sun!"

"Your fight is with me, Luppi," NRG shifted his stance. "Unless you're scared."

Luppi trembled with rage. "You bastard! Entangle, Trepadora!"

NRG tensed up. So Luppi was going straight into his released state, something only Cirucci had done since he arrived in Hueco Mundo. He wondered what sort of tricks the new Sixth Espada had. A surge of power poured from Luppi's body and a cloud of smoke erupted from his position, hiding him completely. NRG waited for Luppi to make his next move, seeing that he had now had plenty of cover for a sneak attack.

Just then a large white tentacle shot out of the smoke. NRG crossed his arms as the appendage struck him, pushing him back.

"Wow," Luppi's voice taunted from the smoke. "You guarded yourself pretty well. I didn't think you had what it took to stop my attack but then again, if you could give the former Six a tough time, I'd be disappointed if you didn't." Luppi emerged from the smoke, finally revealing his released state. He had gained a bone-like structure over his upper body and a skull-like cowl upon his head. Aside from the tentacle that he had just launched at Ben, there were seven more, each emerging from his back, a total of eight. "But, can you really stand a chance in a fight where it's eight against one?"

NRG said nothing, simply looking at Luppi for a moment before he began to chuckle, earning a frown from the Espada.

"Is that all you can do?" NRG asked him.

"What?" Luppi growled at him.

"Eight against one is easy for me," NRG explained.

Luppi grit his teeth as how he was being disregarded by a lowly human. He launched a tentacle straight at NRG again, the appendage striking his armor with a clang. Much to the new Espada's shock, although NRG was pushed back, he only moved about a few inches. Before he could retract his limb, NRG wrapped his arms around the tentacle.

"My turn," the alien said as he lifted the tentacle up and yanked it over his shoulder. Luppi, unprepared for such a maneuver, could do nothing as he was flung through the air and slammed back-first onto the ground. He clenched his teeth in pain from the impact.

…

"Yeah!" Lilynette cheered from the side. "Go, Ben! Show that jerk who's boss!"

"That armor is quite durable to withstand an attack from an Espada," Sung-Sun noted. "But why does this alien possess armor compared to the rest of Ben's aliens?"

"We'll just have to ask Ben after this fight," Mila Rose said.

…

Luppi sat up, hissing from the pain in his back. He looked over his shoulder at the armored alien, glaring daggers at him. "You!" He got to his feet. "You're pissing me off!"

He swung all of his tentacles in a clockwise motion at the hero, the combined force enough to blast NRG off his feet, hitting the ground a few feet away with a large thud. He tried picking himself up when four of Luppi's tentacles shot towards him again, wrapping around each of his limbs before hoisting him into the air. The girls felt their breaths hitch as Luppi smiled smugly.

"Too bad, hero," Luppi said. "I can't wait to see the look on Grimmjow's face when I tell him that I beat Ben Tennyson before he could." He shot NRG a look of false disappointment. "But is this really all you can do? I was hoping that with your little Ultimatrix thing, you'd put up a better fight than this. Maybe it's because you picked a useless alien. Oh well, them's the breaks. Maybe I should take that Ultimatrix from you and give it to Lord Aizen."

"Sheesh," NRG grunted. "You really do like the sound of your own voice."

Luppi snarled. "You can't do anything but you're still making fun of me? Do you honestly think you can still win like this?"

"Been in worse scrapes than this," NRG said casually. "This is routine back home."

Luppi was trembling with anger now. "You're going to pay for not taking me seriously, human. Maybe skewering you some will teach you some manners."

Luppi raised a free tentacle, spikes bursting out of the tip.

"Luppi, you bastard!" Apacci cried out. She, Mila Rose, and Sung-Sun went to come to Ben's aid but then three more of Luppi's tentacles shot towards them, wrapping around their bodies. They grunted and struggled but to no avail. Luppi had them completely immobilized.

"Hey!" Lilynette shouted. "Let them go!" A Cero began forming around her eye before she launched it at Luppi. The Espada wasn't able to dodge the blast, his form completely engulfed by the light. Lilynette grinned, but it fell the moment Luppi revealed himself to be completely unharmed.

"What was that?" He sneered at her. "That Cero was weaker than a Gillian's, how could you possibly think something like that would hurt me?" He shrugged as he turned away, acting as if Lilynette wasn't worth looking at. "Sadly, I have most of my hands full so I can't deal with you right now. But don't worry, after I'm finished with these three, you're next."

Lilynette glared at him but Luppi spared her no mind as he looked back toward NRG. "Now where were we?" He slashed at NRG with the spiked tentacle.

"Ben!" the girls cried.

But Luppi's spikes didn't skewer NRG. They didn't even scratch his armor. Instead, the spikes broke the moment they made contact. Luppi gaped. "What?!"

"Whoa," Apacci stared. "What is that armor made of?"

"I don't know," NRG admitted. "Only tadyenite, the hardest substance in my universe, can cut through it."

Luppi was absolutely livid. "Oh yeah? That armor won't protect you, you freak! I'll break through it and make you pay for looking down on me!"

NRG began to chuckle, completely confusing all the Arrancar before it became full laughter.

"Why are you laughing?!" Luppi demanded.

"Protect me?" NRG asked. "Oh no, my armor is not meant to protect me. It's meant to protect everyone else from me!"

"Wha…" Luppi started to ask when he felt the tentacles he had wrapped around Ben begin to warm up. "What- what are you doing?!"

"Just heating things up," NRG replied and Luppi's tentacles felt even hotter. They were burning now! Luppi cried out in pain, releasing NRG.

"You," Luppi breathed viciously. "What did you do?!"

"NRG is living radiation," NRG explained. He then fired a beam of red light from the visor in his helmet, striking Luppi in the chest. Luppi cried out as the blast knocked him on his back. The tentacles holding up Harribel's Fraccione fell to the ground. NRG charged forward just as Luppi was starting to sit back up. The sixth Espada would have made a scathing remark and attacked again, but any words he was about to make died and his eyes widened when he saw the massive, armored alien coming right at him. He couldn't even defend himself as NRG cocked a fist back and slammed it right into his face, knocking him back even further.

…

Lilynette fist-pumped the air, smiling with glee, "Go, Ben!"

…

NRG ran over to the tentacles that held the rest of the girls. "Hang on!" He told the closest, Apacci. "I'm going to get you out of there."

Apacci grimaced as she struggled against her bonds. She hated how easily she and the others had been captured. They had underestimated Luppi. Speaking of which, the new Sixth Espada was shaking in rage. He was one of the Espada, the most powerful fighters in Lord Aizen's army. How could a human, regardless of any abilities, be making a fool out of him?!

Before NRG could come up with an idea of how to free the girls, they were hoisted up into the air again. NRG turned to see a very angry Luppi glaring at him.

"I'm going to kill you, human," He vowed. "Lord Aizen doesn't need someone like you! You're going to die!"

NRG fired another blast at Luppi but the Espada dodged with Sonido. The hero looked around, trying to figure out where his enemy was going to strike next.

"Looks like you're not very fast in that big suit."

NRG looked up to see Luppi hovering above him, his smug look had returned but his anger was still noticeable.

"How do you plan to beat me when you can't even touch me?" Luppi taunted as he brought the girls closer to him. "Now, you three were so eager to help your precious human out, so I guess this means you are trying to fight me four on eight. Now, which of you should I deal with first?" His eyes darted back and forth across the girls before landing on Mila Rose. "Ah yes. I always thought you had such a scandalous body, Mila Rose. Almost as bad as Harribel herself."

Mila Rose gnashed her teeth at Luppi's lewd comments. Said Espada's smirk grew as he raised his tentacle with the spikes. "I guess I can poke some holes in you while your poor hero tries to think of a way to save you."

NRG clenched his fists in anger over how Luppi was willing to hurt the others and try to rub it in his face. If he could get this suit open, he could fight Luppi more evenly. Sadly, NRG didn't know how or if it was even possible. Plus, he didn't want the radiation to affect the girls. Time to dial in someone else.

Luppi paused his attack when he saw the green light shining below him, signifying that Ben had turned into a different alien. After the light faded, there floated a blue, jellyfish-like alien with green eyes, white stripes resembling lightning that ran along his body, and six tentacles. His body itself was split into three, skirt-like segments; the Ultimatrix symbol present on the middle section of the alien's body.

"Who are you supposed to be?" Luppi demanded.

The jellyfish alien raised his top tentacles. "Call me AmpFibian!" he cried.

"So now you're trying to copy me?" Luppi asked, eyeing AmpFibian's tentacles. "Well they say imitation is the greatest form of flattery. But flattery won't save you!" Luppi's five remaining tentacles shot towards AmpFibian, each one attacking from a different angle to enclose and trap the alien. Luppi's smirk turned triumphant as all five struck simultaneously.

…

Lilynette froze when the tentacles connected. AmpFibian had made no move to defend himself and she couldn't see anything really impressive about him in the first place. She tried convincing herself that Ben knew what he was doing when he chose this alien but it wasn't doing her much good at the moment. "Ben!"

…

Luppi laughed. "Yes! That human was so high and mighty, thinking he could take me on. Sorry, Tennyson."

"Ugh, maybe I should've gone with Wildmutt. At least then I wouldn't have to hear you."

"What?!" Luppi cried as AmpFibian actually emerged through the tentacles, his body transparent. Once he left the tentacles completely, his body regained its solidarity.

"H-how did you…?" Luppi stammered.

"Yeah, I can go intangible," AmpFibian said nonchalantly. "Now then…" He flew towards Luppi. At first, the Arrancar thought he was going to attack but instead AmpFibian reached his tentacles towards Apacci, Mila Rose, and Sung-Sung, the appendages actually extending to touch them. The moment his tentacles came in contact with them, he made his body intangible again. And this time, they became intangible too.

"What?!" Luppi yelled as the girls, no longer solid, slid through his tentacles. AmpFibian wrapped his own tentacles around the three and lowered them gently to the ground.

"That was weird," Apacci said with a shiver as AmpFibian made them all tangible again.

"But I'm not complaining," Mila Rose said, nodding appreciatively towards Ben. "Thank you, Ben. AmpFibian. Whatever."

"You're welcome," AmpFibian said before looking back up at Luppi, who looked like he was on the brink of having a fit. "Now if you'll excuse me, I've got someone to deal with."

"Allow us to help," Sung-Sun said as she pulled her sai from her sleeve. "It's the least we can do for you helping us. Besides, I would like to get my payback personally."

"Fine by me," AmpFibian replied.

"You…all of you," Luppi snarled. "Who do you think you are to look down on me?!" He swung all eight of his tentacles at the group. AmpFibian put his tentacles back on the girls' shoulders and activated his intangibility, Luppi's passing through them harmlessly.

"I'll get his attention," AmpFibian said after canceling out his intangibility. He flew up to face the Arrancar directly. "So, let me ask you something. Is this all you can do? I mean, Grimmjow was more of a fight than you are."

Luppi narrowed his eyes. "What did you say?"

"I mean, seriously, that guy was a real fighter. He had me on the ropes and he hadn't even used his Released State. But you? You're using it and I'm still kicking your butt. I guess they'll make anyone an Espada these days."

"Why you!" Luppi shot another tentacle at him. AmpFibian moved to the side before aiming his own tentacles at him. Lightning fired from the tips of his limbs, striking Luppi directly. Luppi cried out in pain as the electricity surged through his body.

…

"Electricity, huh?" Lilynette said as she watched the spectacle. "He is a jellyfish after all so I guess that makes sense."

…

Once AmpFibian ceased his attack, he observed the damage. Luppi's mouth twitched and his eyes looked glossed over. He was effectively stunned and disoriented. "Now!"

The girls struck simultaneously; Apacci's chakrams struck Luppi's shoulders, Mila Rose's sword slashed his abdomen, and Sung-Sun's sai hit the side of his head.

Luppi hissed from the blows, staggering a few steps back in the air. AmpFibian narrowed his eyes when he noticed that the attacks were only superficial.

"Since he's in his Released State, our attacks didn't do much damage," Apacci said before grinning. "But it definitely felt good."

"You should stop now, Luppi," Sung-Sun warned him. "Regardless of what you've said, Lord Aizen will be upset if he hears that you just tried to kill Ben like your predecessor. He might even deem you unfit to be an Espada and replace you with someone else. It's for the best that you quit now and save yourself some dignity."

By now Luppi looked to be on the verge of having a breakdown. "I'll kill you!" he declared.

AmpFibian narrowed his eyes, seeing that Luppi might actually try to kill them. They needed to take him out and fast. Just then he spotted something out of the corner of his eye and got an idea. "You know something?" he said "I think you need to cool down!"

Then with surprisingly speed, he tacked Luppi. Unprepared, Luppi put up no defense as the two plummeted. Luppi assumed that AmpFibian was trying to slam him into the ground again, but he was actually heading straight for the pool. Just as they were about to make contact, AmpFibian pulled away, allowing the momentum to continue carrying Luppi until he splashed right into the water, tentacles and all.

"Nothing like a nice relaxing dip in the pool," AmpFibian joked as Luppi surfaced, thrashing around wildly. He zeroed in on the wielder of the Ultimatrix and looked ready to attack when AmpFibian raised his own tentacles. Luppi's eyes widened when he realized what the hero was about to do. He moved, either to attack or to escape, but it was too late as AmpFibian fired into the pool. Luppi screamed as electricity surged through the pool and himself. His body felt like it was on fire, ironic since he was in a pool. His last thought as he felt his consciousness slip away was the utter denial that a human had managed to make him look like a fool. Then he could hold out no longer and darkness consumed him.

AmpFibian ended his attack once he saw Luppi collapse. He reached out a tentacle and pushed his opponent's head backwards so that he was floating belly-up in the water. When Luppi didn't stir, he finally changed back to normal.

"Finally," Ben said in relief.

"Yeah!" Lilynette cheered, jumping in the air for emphasis. "Ben! That was awesome!"

"I had my doubts," Sung-Sun admitted. "But you have been full of surprises so far, Ben."

"Ha!" Apacci jeered at the unconscious Luppi. "Serves him right for flaunting a rank that Lord Aizen granted him instead of him actually earning it."

"Numeros like him should be grateful that Lord Aizen even considered them as candidates for the Espada," Mila Rose nodded. "It seems he really was just a placeholder."

"I still can't believe Grimmjow was actually demoted," Ben said before frowning. "I also can't believe Tōsen cut his arm off. I mean, I get that he messed up but cutting off his arm? That's a bit much don't you think?"

"It would be better if we got the full story from Tōsen and Lord Aizen," Sung-Sun said to Ben.

Ben sighed. "I guess."

"Hey, Ben," Lilynette spoke up.

"Hmm? What's up, Lilynette?"

Lilynette was suddenly nervous, avoiding eye contact with Ben and even shifting her foot across the sand. Ben was confused by this sudden mood.

"So," Lilynette looked at him for a brief moment before looking away again. "You really see us as your friends?"

That got the attention of Harribel's Fraccione, looking back at Ben, who suddenly felt more outnumbered than he had ever been in his entire life.

"Well, sure," he admitted. "You're all fun to hang around and you've all been nice to me. For the most part." He added with a chuckle.

Harribel's Fraccione flinched at the small reminder and lowered their heads in shame.

"Yeah," Apacci rubbed the back of her head. "We never really apologized for that, did we?"

"For what it's worth, we are sorry for the way we initially treated you," Mila Rose said sincerely. "We assumed you were no different than the other males of Hueco Mundo who prey upon females like us. We see now that we were wrong."

"Well, I can't really blame you for that," Ben reassured her. "I mean, sure I got annoyed that you wouldn't let me explain myself but after all the stuff you've put up with before, I understand."

"It doesn't matter," Sung-Sun interrupted. "What matters is that we misjudged you before we really got to know you. We're sorry."

Ben saw that there was no talking the girls out of it so instead he just smiled. "It's okay. We're cool." He looked over at Luppi. "So, what do we do about him?"

"I say nothing," Apacci said. "Guy tried to kill us. No worries for me if he drowns."

"He looks fine to me," Mila Rose said. "I'm more worried about the pool, to be honest."

"We might need to clean it out," Sung-Sun added before eyeing Ben. "Since you allowed him to contaminate it."

Ben chuckled weakly, seeing that despite the girls being nicer to him, they still weren't friendly to the other males. He was about to see if the water was safe enough to touch again when Mila Rose suddenly jumped behind him, drawing her sword.

"Wha…" was all he managed to say when Mila Rose slammed into his back, knocking them both down. Shaking his head, Ben looked over his shoulder at her. "What was that for?"

Mila Rose sat up. "Nnoitra," she spat.

Ben quickly shifted around and saw that Nnoitra was indeed standing before them, that toothy grin on his face. He slumped tiredly. "And this day started out so good too."

Nnoitra cackled as he spotted Luppi floating in the pool. "Unbelievable. After the trouble Lord Aizen went through to make you a member of the Espada, you go and get defeated so easily. Course, I'm not too surprised. If you really had what it took to be one of us, Lord Aizen would have made you an Espada ages ago." He turned his attention back towards Ben. "Course I'm impressed. You fought Luppi in his Released State and still won. Now if you were an Arrancar, Lord Aizen probably would've made you Grimmjow's successor." He laughed. "How ironic would that be? After all the crap Grimmjow put you through, you might have gotten his rank."

Ben picked himself up as he ignored the taunt, his eyes never leaving Nnoitra. "You're here to fight me now, aren't you?"

Nnoitra laughed through his teeth. "No kidding!"

"You tried to attack him while his back was turned!" Mila Rose shouted at him. "If I hadn't blocked your attack, who knows what would have happened."

Nnoitra scoffed. "Quit the righteous bullshit, Mila Rose. Like you and your friends over there would actually fight fair in a real battle. Anything goes, right? That includes attacking someone while their back is turned. "

Ben's eyes furrowed before sparing Mila Rose a quick glance. "Thank you for that, Mila Rose."

"You're welcome," Mila Rose said, her eyes still on Nnoitra. "I can't believe he's trying this again after everything Lord Aizen has said."

"I'm not too surprised," Ben said as he started reaching for the Ultimatrix. "Guys like him will do whatever it takes to get what they want."

Nnoitra brought his axe down on the ground, kicking up a massive cloud of dust. "I already told you that if anyone is taking you down, it's me, hero. Grimmjow tried it, Luppi tried it. Apparently I need to set things straight."

Apacci and Sung-Sun drew their weapons as they stood beside Ben and Mila Rose. Lilynette's brow furrowed as she reached towards the stub of her broken horn. In a flash, she pulled out her scimitar and hopped over to join the others. Nnoitra just sneered at the sight. "So all five of you are going to fight me? That's fine. Like a bunch of weaklings helping you is going to make a difference, Tennyson!"

With a burst of Sonido, Nnoitra appeared directly before the group, swinging his axe in a wide slash. The sheer force of the attack kicked up more sand and sent the others flying back. Ben quickly activated the Ultimatrix and scrolled through the selection. His eyes landed on the alien he wanted and he slammed the dial down. In a flash of green light, he turned into Chromastone.

"Another rock alien, huh?" Nnoitra looked at Chromastone with disinterest. "Diamondhead looked way tougher. What can this guy do?"

Chromastone grinned at him. "Why don't I show you?" He raised his hands and fired a beam of light at him. Nnoitra's eye widened as the beam struck him in the chest, blasting him backward. Apacci followed through, throwing her chakrams at the Fifth Espada. Much to her frustration, they simply bounced off his skin without leaving a scratch.

"Ha!" Nnoitra laughed as he picked himself up. "As if you could cut through my Hierro, Apacci." He turned toward Chromastone. "Still, you caught me by surprise, Ben. So this guy has energy attacks, huh? How about he tries mine?!" Nnoitra stuck out his tongue, yellow energy gathering around the tip. Seeing that Nnoitra was charging up a Cero, Chromastone straightened his posture, putting his hands on his hips and posing heroically. Nnoitra, who was unaware of Chromastone's power, was confused by this. All the same, he fired his Cero, watching as the beam shot toward the hero. His eye widened as the moment the beam impacted Chromastone, it actually disappeared into his body. Chromastone grinned once more and raised his hands at Nnoitra, firing an even bigger blast than before. Nnoitra was too dumbfounded to move as the light engulfed him.

"Moron!" Apacci taunted as the blast created a massive explosion. "Chromastone can absorb energy and redirect it. Shooting a Cero at him was the dumbest thing you could have done!"

Suddenly Nnoitra's axe shot out of the smoke of the explosion right at her.

"Look out!" Chromastone cried, firing a blast of light from his hand. The blast connected with the axe, throwing off-target.

"So," Nnoitra emerged out of the smoke, his clothing singed and the spoon-like hood torn at the side. "Absorb energy and redirect it huh?" Chromastone was put off by the change in the Espada's demeanor. He looked, distracted, for lack of a better word. Nnoitra spoke to himself and Chromastone thought he could just hear the words. "Just like her." Who was Her?

But then Nnoitra shook his head and that arrogant smirk was back on his face. "Don't think you're going to win just because of that little trick. All this proves is that a Cero wouldn't do any good against you. That's fine!" He grabbed the chain of his axe and pulled it closer to him. But instead of picking his weapon up by the handle, he yanked on the chain and started twirling it, causing his axe to spin above his head like a lasso. The sheer speed of the rotation was strong enough to create a whirlwind. "I don't need my Cero to win!" He flicked his wrist and his axe shot at them like a spear. Chromastone raised his hands and an energy barrier formed around him and the girls. The axe struck the shield harmlessly. Nnoitra gritted his teeth at the unexpected move.

"You didn't tell me that Chromastone could make shields!" Lilynette exclaimed as her alien friend lowered the barrier.

Chromastone laughed at her, causing her to glare at him. "You never asked."

"Your aliens are just full of surprises, aren't they?" Nnoitra grumbled in annoyance.

Chromastone ushered the girls closer to him. "Okay, he's focused on fighting me so we'll do the same thing we did with Luppi; I'll keep his attention on me while you guys attack whenever you can."

"That's not really much of a plan," Sung-Sun told him. "What if we accidentally hit you?"

"Don't worry," Chromastone reassured her. "I may not look like it but I'm pretty tough."

Lilynette looked over to see what Nnoitra was doing, only for her eye to widen when she saw him in the air, his axe coming down upon them.

"Did you really think I was going to just let you come up with a plan?!" he demanded as he attacked.

Chromastone's response was another energy blast to Nnoitra's chest, knocking him back down. When he tried to rise, Chromastone ran up to him and got him with an uppercut. Nnoitra was once again knocked off his feet and flat on his back. At first, Chromastone thought he had won, but Nnoitra got to his feet far faster than he had predicted and he was struck in the side by his axe, the blow sending him flying into a heap of sand.

"Lilynette, look after Ben!" Apacci said. "We'll take care of Nnoitra!"

Lilynette wasn't thrilled at the fact that she wasn't participating in the fighting but she also wanted to see if Ben was okay. "Got it!" She ran over to where Chromastone had landed.

"Alright!" Apacci shouted to her teammates. "Let's go!"

"Oi, Apacci! You're acting like you think you're in charge again!" Mila Rose chided.

"I agree. You need to watch that mouth of yours, Apacci," Sung-Sun added. "But you're right."

Nnoitra laughed. "And what are you three going to do?"

The girls responded by charging their own respective Cero.

"Just because you won't use a Cero against Ben…" Sung- Sun said as she began gathering pink energy in her hand.

"Doesn't mean we won't use them against you!" Apacci declared as red energy gathered around her horn.

All three girls fired their Cero at once; a mixture of red, orange, and pink heading straight towards Nnoitra.

…

Chromastone got to his feet in time to see the girls' combined Cero hit Nnoitra, creating another explosion.

"Ben!" Lilynette called out as she reached him. "Are you okay?"

"I'm fine," Chromastone told her. "I told you, Chromastone's pretty tough."

Lilynette looked over at the pillar of smoke from the girls' explosion. "Think that did anything?"

"Couldn't tell but I'm not betting on it," Chromastone replied with a frown.

His worries proved true as Nnoitra stepped out of the smoke. His clothes had suffered some more damage but he was unharmed.

"You honestly thought that would work?!" He laughed at Harribel's Fraccion. "It doesn't matter how many Cero you fire at me, the three of you are too weak to hurt me!"

"Right, that Hierro of his," Chromastone grimaced in remembrance.

"Please tell me you've got an alien that can hurt him," Lilynette pleaded.

"The hard part is figuring out which one can," Chromastone told her. His eye widened as Nnoitra battered Sung-Sun to the side. "Unfortunately I might not have time to think about it!" He ran forward as Mila Rose and Apacci struck him simultaneously, only to find that their attacks weren't even scratching him. Nnoitra headbutted Mila Rose in the face and backhanded Apacci. Both girls fell back from the blows, leaving themselves wide open for Nnoitra to attack. But as he was about to swing his axe, Chromastone slammed his hand on the Ultimatrix symbol, transforming into Humungousaur. Nnoitra only had enough time to gasp in shock before he found himself on the receiving end of a backhand from the colossal dinosaur.

"Whoa!" Lilynette called as she went to join the others. "And what's this guy called?"

"Humungousaur!" said alien bellowed, flexing his arms for emphasis.

"Do you really need to shout your name like that?" Apacci asked.

"Not really," Humungousaur admitted with a shrug. "I used to do it a lot more, though."

"What, just shout out your name like that?" Apacci asked. "Why?"

Humungousaur opened his mouth to explain, only to be interrupted by Nnoitra.

"Oh, you're a big one now, Tennyson," he said with glee at Ben's latest form. "Let's see if he's as tough as he looks!"

Humungousaur roared before charging at Nnoitra head on. Nnoitra followed suit, raising his axe as he ran to meet his opponent. Just as he swung the axe, Humungousaur managed to grab it by the sides, giving it a tug and launching Nnoitra right towards his fist. Nnoitra slumped over from the sheer force but still didn't look hurt.

"Well, well," he looked up at Humungousaur arrogantly. "This guy's big but he doesn't seem to have much strength to him. Guess not even your aliens can beat my Hierro."

"Maybe I'm just not hitting hard enough!" Humungousaur countered, using his fist to hurl Nnoitra into the air.

Just as the Espada was falling back down, the hero punched him with his other fist, knocking him back. But Humungousaur knew his opponent was far from out and charged forward to continue his assault. Nnoitra lifted his head and saw his reptilian opponent rushing towards him. He swung his axe into Humungousaur's leg, causing him to fall face-first into the sand. Nnoitra got back up and swung his axe in a downward slash. Humungousaur quickly rolled out of the way before the weapon could make contact. He then spun around, lashing out at Nnoitra with his long tail. Nnoitra managed to block it with the handle of his axe, his feet digging twin trenches in the desert. This gave Humungousaur an opening and he lunged at the Fifth Espada, tackling him to the ground. Humungousaur didn't let up as he proceeded to pummel Nnoitra with everything he had. After a few minutes of relentlessly pounding his fists on the Arrancar, he let up his attack and got off of him.

"And stay down," Humungousaur said with finality.

Unfortunately for him, Nnoitra simply looked at him in boredom. "That was it?" he asked. "That's all you've got with this alien?"

Humungousaur grit his teeth in aggravation. Even some of the toughest foes back home couldn't move after a beating like that from him. What did it take to get through Nnoitra's defenses?

"Well if that's all you can do," Nnoitra kicked sand right in Humungousaur's eyes, causing the big alien to cry out and rub at them. "Then you picked the wrong alien!"

Just as he was about to attack, he felt something bump against his back. He looked over his shoulder to see that Sung-Sun had tried attacking him again.

"You did say anything goes like stabbing someone in the back, right?" she taunted.

In an almost bored manner, Nnoitra rammed his elbow into her stomach, knocking the wind out of her.

Humungousaur had just managed to clear his eyes again when he saw that happen. "Sung-Sun!"

He wasn't the only one as Apacci and Mila Rose moved to attack him again, fuming when they saw that their attacks still weren't doing any damage.

Nnoitra scoffed once more at their futile attempt. "I thought getting to fight all of you would at least be interesting but this is just pathetic. You Fraccione aren't worth my ti…" he was cut off when Lilynette appeared out of nowhere and struck her scimitar against the side of his head. She had a fiery look of determination when she first attacked, but it changed into one of fear when she saw that she had not made any progress either.

"Lilynette!" Humungousaur cried out.

"So you're seriously trying to fight me, Lilynette?" Nnoitra asked, looking very bored. "You should have just stayed by Starrk's side where you belong." He raised his hand to attack her, only for Mila Rose to appear behind her and pull her out of the way by the collar of her uniform.

"We can't afford to hold back anymore!" she shouted to Apacci and Sung-Sun, ignoring Lilynette's thrashing and cries of protest. "We need to use our Resurrección!"

"I hate that Ben has to see our Released States this way instead of during our sparring," Sung-Sun said. "But I see that it can't be helped."

"Let's do it!" Apacci shouted. "Thrust…"

Suddenly Apacci was engulfed by an explosion, shocking everyone present as she was flung back, sliding across the sand, her body and clothes slightly burnt.

"Apac..." Mila Rose tried to call out for her teammate when she too was caught in an explosion.

Sung-Sun made to check on them when a new figure came at her. Sung-Sun barely had time to block this new assailant's sword with her sai. This newcomer, obviously an Arrancar, had a turquoise mark on his right cheek, and an eyepatch over his right eye. The remains of his Hollow mask took the form of a circlet around his head. His sword resembled a rapier with a scaled guard, a chakram-like opening above the hilt and below the rest of the blade, and spikes running along the hilt's rim.

Nnoitra frowned at this latest arrival. "Tesra, what are you doing?"

"They were about to go into their Released States, Lord Nnoitra," Tesra answered, still locked with Sung-Sun. "I did not wish them to release and then attack…"

"Did you honestly believe that I would need help against three weaklings like these?! Released State or not, they would never hurt me!" Nnoitra yelled. Tesra froze at his anger.

"My apologies, Lord Nnoitra," he said softly.

Nnoitra rolled his eye before bringing his attention back toward Humungousaur. "Well, I guess it's just you and me, Ben."

Humungousaur looked over at Apacci and Mila Rose, who were managing to sit up despite the sudden surprise attack. Tesra noticed this too for his eye narrowed.

"Damn," Apacci grumbled, rubbing herself. "Cero Cornea. Tesra's special move."

"Didn't think he would actually step in to fight us," Mila Rose said. "Guess he was just too fond of Nnoitra to object."

"I knew that wouldn't kill you," Tesra said to them, despite still being in a deadlock with Sung-Sun. "But I thought it would do some damage to you. Perhaps I should have used a stronger Cero."

"Ha! As if that would be enough to take us down!" Apacci bragged at him. "I'm gonna get back for you for that sneak attack, Tesra!"

"I say we deal with him first," Mila Rose said as she readied her sword. "Then we can go help Ben out."

"Don't think you've won just because there are three of you," Tesra cautioned them. "I will still take you down for the sake of Lord Nnoitra."

"Stay out of this, Tesra!"

Said Arrancar flinched at Nnoitra's command. "L-Lord Nnoitra…"

"I don't need help to deal with these five," Nnoitra firmly stated. "Stay out of the way!"

Tesra stared at his leader for a moment before lowering his head. "Yes, Lord Nnoitra." He removed his blade from Sung-Sun's and started backing away from her.

"Man," Humungousaur said, looking back and forth between Nnoitra and who he assumed was his Fraccion. "Is Aizen the only one you're not a jerk too?"

"Just because Nnoitra told you not to interfere!" Sung-Sun said, darting at Tesra. "Doesn't mean we won't take you out!"

Unfortunately for her, Nnoitra attacked faster than anyone could have anticipated, hitting Sung-Sun with the bladed part of his axe.

"Sung-Sun!" Apacci cried when suddenly Nnoitra appeared right beside her. She moved to attack, only for Nnoitra's hand to pierce her abdomen. "Guh!" She groaned as blood gushed out of her open wound.

"Apacci!" Mila Rose yelled before rounding on Nnoitra. With a roar, she swung at him, only for Nnoitra to catch her blade barehanded.

"How many times do I have to tell you," he said, dropping his axe to grab her arm with his free one. "That's not going to work!" He then snapped her arm with a sickening crack. Mila Rose cried out in pain, unable to defend herself as Nnoitra punched her in the face. She collapsed at his feet.

Now Humungousaur was furious! He bellowed at the top of his lungs before dashing forward. Nnoitra turned towards him, ready to attack, but Humungousaur would have none of it. He scooped up a handful of sand, and considering how large his hands were, that was a big handful. He tossed the sand in Nnoitra's face. The Arrancar yelled, staggering back and rubbing his eyes much like Humungousaur himself had done earlier.

"Lord Nnoitra!" Tesra tried to warn him but it was too late. Humungousaur smashed his fists against the side of Nnoitra's head, knocking him to the ground. He then grabbed Nnoitra by the leg, swinging him overhead and back down on the ground, before he did it again.

"Do you really believe you'll break my Hierro if you just keep hitting me?!" Nnoitra yelled, clearly more angry than hurt.

"Won't know unless I try," Humungousaur growled at him. He started walking backward. Nnoitra thought Humungousaur was finished and was about to attack again when Humungousaur started running at him. Nnoitra opened his mouth, about to fire a Cero, when Humungousaur leaped high into the air despite his large size. In the air, his body started changing. The hero was not only getting bigger, but the scales on his body were shifting. A crest formed on his forehead, stegosaurian plates began emerging along his back, while three separate plates appeared on his shoulders; slightly resembling armor, and spikes grew out of his tail. When he finally stopped growing, he had reached sixty feet tall. And he was falling right on top of Nnoitra.

"Lord Nnoitra!" Tesra cried as Humungousaur body-slammed his leader, creating a shockwave that blasted all the others back.

"Oof!" Lilynette cried out as she was thrown back on her butt. "Geez. A big alien that gets even bigger. No wonder this guy's called Humungousaur. Oh no! The others!" She ran over to Sung-Sun, who had a nasty cut along her chest from Nnoitra's blade. The older girl clutched her stomach in pain. "Hang on, Sung-Sun! Once Ben kicks Nnoitra's ass, we'll go get you and the others some help."

"What foolishness," Tesra said, picking himself up off the ground. "You really believe this human will defeat Lord Nnoitra?"

"Of course he will!" Lilynette said and Tesra was stunned by the sheer conviction in her voice. "Ben can do just about anything!"

Tesra frowned, saying nothing as he looked over at the large dust cloud made from Humungousaur's shockwave. A shape became visible through the cloud. Both Lilynette and Tesra tensed, waiting to see who would emerge first. But Lilynette's face turned to sheer joy when Humungousaur, back down to his original size, was the one who stepped out.

Lilynette actually felt tears of joy forming in relief. "Ben!"

"Hopefully he'll stay down this time," Humungousaur let out a grunt before spotting Apacci and Mila Rose. The former was gritting her teeth in pain while the latter was cradling her broken arm. Humungousaur took three giant steps towards them and scooped them up. "Come on. We're getting out of here."

Suddenly Humungousaur felt an incredible pressure on his back, the sheer weight actually forcing him to his knees. His eyes widened at the implications. "Oh no." He looked over his shoulder. "Please no!"

The cloud dispersed, revealing Nnoitra, his body surrounded by a yellow aura.

Humungousaur growled. No matter how many times he knocked this guy down, he just kept getting back up. Luppi was nothing compared to this guy.

Humungousaur quickly but gently placed Apacci and Mila Rose on the ground. "Lilynette! Try to get them out of here. I have to deal with Nnoitra."

"Got it!" Lilynette said with a nod. "Come on, girls."

Mila Rose, who was in better shape than her teammates, got up to her feet, throwing Apacci's arm over her shoulder and helping her up. Lilynette did the same for Sung-Sun.

Tesra narrowed his eye and prepared to attack when Humungousaur's beefy hand grabbed him by the shirt and hoisted him up so they were eye level.

"Don't even think about it," Humungousaur snarled at him before throwing Tesra to the side.

"You think I'm going to let them walk away from this, Ben!" Nnoitra called to him. "Nobody is leaving here!"

"Let them go, Nnoitra!" Humungousaur ordered. "Your fight's just with me!"

"So they can run off to Harribel and cry like pussies just because they got hurt?!" Nnoitra asked rhetorically. "No. This is what they get for challenging me. They need to learn their lesson!"

Humungousaur raised his fists. "You are asking for it, Nnoitra!"

"I underestimated that alien of yours, Tennyson! But that's not going to happen now!" He raised his axe above his head. "Time for you to see what the Resurrección of a real Espada looks like! Pray, Santa Teresa!"

Energy began flowing out from the empty space of Nnoitra's top blade before creating another explosion. Humungousaur took a fighting stance, wondering what Nnoitra's Released State was compared to Cirucci's and Luppi's.

When the smoke cleared, Nnoitra's Resurrección was revealed. He now sported four arms, each one clawed with an insectoid carapace. Each one was holding a long black scythe with golden tassels at the end. Nnoitra himself now had a golden marking that ran from his forehead to under his right eye, in addition to white tendrils that covered his torso to the sides of his abdomen, and a pair of horns. The right one was noticeably shorter than the left, causing the horns to somewhat resemble a crescent moon. His eyepatch was gone, revealing a gaping hole where his eye should be, slightly covered by skeletal teeth. Humungousaur realized that this was his Hollow hole and mask remains. Nnoitra's smile was so wide that the hero was surprised his face hadn't split already.

"Now," Nnoitra raised his scythes. "Where were we?"

Humungousaur tightened his fists, waiting for Nnoitra to make the first move.

"Come on!" Lilynette urged the other girls. "Let's get out of here!"

"No, I won't let Nnoitra have the satisfaction of seeing us run away! Let's just use our Released States," Apacci said. "You know an Arrancar heals when they use their Resurrección."

"Ben wants you three to get out of here," Lilynette pointed out.

"We-we can't just leave him to take on Nnoitra by himself," Mila Rose argued. "He's already done so much for us. We should return the favor."

"And how do you think Ben will feel if you get hurt even more?" Lilynette countered.

"We are the Fraccione of Lady Harribel, the Third Espada," Sung-Sun said. "We are stronger than that brute believes us to be." She slowly raised her sai. "Str…"

"Don't even think about it!" Nnoitra yelled at them, raising his scythes.

"Leave them alone!" Humungousaur yelled, throwing a fist. Nnoitra crossed the handles of his scythe together, creating a makeshift shield, and planted his feet firmly in the ground. Humungousaur's fist connected but the hero's eyes widened when Nnoitra didn't budge an inch. The Arrancar leered up at him.

"Not going to work anymore, Ben," Nnoitra started pushing and Humungousaur found himself being moved back! Nnoitra gave one final push and Humungousaur fell onto the desert ground. Nnoitra raised one of his scythes and swung it down, Humungousaur just barely rolling out of the way in time. Nnoitra slashed with another scythe, then another. It was all Humungousaur could do to keep out of Nnoitra's range.

With a burst of strength from his powerful legs, Humungousaur kicked off the ground, jumping further away from the Espada. Nnoitra simply grinned and leaped after him, looking like a demented, horned praying mantis. Humungousaur jumped up to meet him, catching Nnoitra off guard as he was tackled back onto the ground. Humungousaur quickly pinned down all of his enemy's arms.

"Gotcha," Humungousaur said with a smirk. Unfortunately, it was replaced with a look of confusion as Nnoitra smirked at him.

"Do you?" He asked. Before Humungousaur could even remotely figure out what he meant, another pair of arms suddenly shot out from within Nnoitra's shirt, piercing into Humungousaur's chest. Humungousaur grunted in pain from the attack.

"Ben!" Lilynette cried in worry.

Nnoitra retracted his newest arms before sticking out his tongue to start charging a Cero. Humungousaur pushed himself off of Nnoitra, not wanting to risk a Cero at point-blank range, but this gave Nnoitra an opening as he slashed Humungousaur across the chest with his blades. Humungousaur cried out as he fell to his knees, clutching his wound.

"Oh no," Apacci breathed, staring at the sight in horror.

Nnoitra twirled a scythe. "You didn't put up a bad fight, Ben," he said. "But I was hoping you'd do better than this."

"Leave him alone, asshole!" Lilynette shouted despite herself. Nnoitra looked over at her with disinterest.

"Oh, what guts you have, Lilynette," He said. "Are you saying you want to fight me?"

"Lilynette stop," Apacci said. "You're no match for him!"

"I don't care!" Lilynette shouted, her anger focused on Nnoitra. "He's nothing but a coward who won't fight anybody unless he has the upper hand."

Nnoitra frowned at her words. "Coward, you say?"

"Anything goes in a fight huh?" Lilynette taunted him. "Probably because you don't have the balls to fight somebody head on!"

That got on Nnoitra's nerve. "Who the fuck do you think you're talking to?!" He exploded on her. "I am the strongest Espada! Nobody can cut me down with their sword!"

"If you were the strongest, wouldn't you be number one instead of Starrk?" Lilynette countered. "I bet that whole talk about your Hierro being the strongest is just that. Talk. Bet Starrk, Harribel, Ulquiorra, and Baraggan can all cut through you easily."

Nnoitra's clenched his scythes tightly. "You little shit," He dashed at Lilynette, ready to cut her down. "Let's see how tough Starrk is when he can't fuse with you anymore!"

Lilynette took a fighting stance. She knew her chances were beyond slim, but she was at least going to do her best.

"No!" Humungousaur cried. He slammed his fist on the Ultimatrix dial. Spikes popped out and a green light surged through his body.

Seeing the flash from the corner of his eye, Nnoitra turned around, expecting to see a new alien. Instead, he saw something else.

Humungousaur had changed. He was now even bigger than he was at his average height, was far more muscular, and now featured green skin. Humungousaur also now possessed a dark blue turtle shell with spikes that ran down each side. His chest and torso were covered in dark blue plates, sporting five spikes on either end. His tail now had a mace at the tip. On his head was a dark blue helmet with three spikes running down the top, and black horns on the side that pointed downward. His knuckles had silver barrels and his fingers now had claws. Altogether he looked like a massive, bipedal ankylosaurus.

"Ultimate Humungousaur!" he roared.

"U-ultimate?!" Nnoitra exclaimed before Ultimate Humungousaur rammed him.

"Y-your aliens have second forms?!" Lilynette shouted; she and Harribel's Fraccion staring at Ben's new form.

"Yeah," Ultimate Humungousaur grunted as he glared at Nnoitra. "Wanted it to be a surprise."

Nnoitra laughed as he picked himself up. At first it started as a low chuckle before it became downright maniacal.

"Ben, you bastard! You've been holding back this entire time! Ultimate Aliens. Ha! Now this really got interesting!"

Ultimate Humungousaur punched his palm. "Let me show you just how interesting I am!"

The combatants charged at each other. Nnoitra raised all of his scythes excitedly, a look of madness and delight upon his face. He swung one of them at Ultimate Humungousaur, the blade coming in contact with his opponent's shell. Much to his shock, the scythe scraped along the surface of the shell, but didn't do any visible damage. Ultimate Humungousaur smirked. "Guess you're not the only one with a tough body." He spun around and slammed his mace tail into Nnoitra's side, knocking the Arrancar back. Nnoitra just raised his scythes again and prepared to strike.

"I'll slice you up!" he vowed. "There's no way you can dodge all of these!"

"So I won't," Ultimate Humongousaur replied before aiming his arms at Nnoitra. Much to the shock of all the Arrancar, his hands twisted into what appeared to be four-barreled cannons with a black outline and circle in the center. A moment later Ultimate Humungousaur began firing missiles from his cannon hands. One exploded in Nnoitra's chest, actually causing the Arrancar to cry out in pain as he was thrown back by the blast. Ultimate Humungousaur slowly walked towards him, continuously blasting Nnoitra with his missiles. The girls watched in awe and satisfaction as every time Nnoitra tried to get back up, he was hit by another one of Ultimate Humungousaur's missiles. It was an onslaught and Ultimate Humungousaur did not look like he was going to let up for a moment.

Tesra saw this and the grip on his sword tightened. He wanted to go and help his leader but he was fairly certain he did not stand a chance against this monstrosity that was Ben Tennyson.

"Enough!" Nnoitra thundered, slashing through the missiles. He stuck out his tongue and fired a Cero. Ultimate Humungousaur couldn't get out of the way in time. Any warning the girls were about to give him died on their lips as he was swallowed up by the Cero. Nnoitra smiled, thinking he had finally defeated Ben, only to gape when the attack faded and Ultimate Humungousaur stood completely unharmed.

"Nice try," Ultimate Humungousaur grunted at Nnoitra's dumbfounded expression.

Nnoitra stared down at his feet as if trying to wrap his head around what was happening before him. "You think that just because you used a new form," he muttered, his hands trembling so bad that his scythes shook. He raised his head back up. "That you're gonna beat me?"

Ultimate Humungousaur narrowed his eyes for a moment before doing something that took everyone by surprise. He started laughing.

"What's so funny?!" Nnoitra yelled. Ultimate Humungousaur turned his hands back to normal as he clutched his chest, his laughter bellowing. "Answer me, dammit!" Ultimate Humungousaur hunched over, still laughing. "What is so funny?!"

The evolved alien straightened himself before pretending to wipe away a tear. "Nnoitra, I think I just figured you out."

Nnoitra narrowed his eye. "And what does that mean?"

"You talk about how great you are but then you get mad when somebody turns out to be better than you. You might be the Fifth Espada but you're also a hypocrite and a sore loser!" Ultimate Humungousaur pointed an accusing finger at him. Nnoitra stared at him, frozen by his words. "Man. I actually feel sorry for you."

Nnoitra's entire body was shaking at Ultimate Humungousaur's words "Don't you dare pity me, Ben Tennyson! Feel sorry for someone else, hero! I'll show you! I am the strongest! Stronger than anyone else!" He dashed forward. "I'll cut down anyone who stands in my way! Including you."

Ultimate Humungousaur sighed as the distance between them got shorter. "No." He turned his right hand back into a missile launcher. "You're not." He fired a missile straight at Nnoitra's face. The Fifth Espada howled as the explosion actually burned his skin. He had done it. That human had managed to overpower his Hierro. Nnoitra was too shocked over this revelation that he did nothing to stop Ultimate Humungousaur from tackling him back onto the ground.

"Heh," Ultimate Humungousaur said. "Guess I really did need to just keep hitting harder. Speaking of which," He turned his cannon back into an arm before punching Nnoitra in the face, the blow creating a powerful shockwave.

He did it again, and again, and again. Each time his fist connected with Nnoitra, another shockwave burst out. It took everything the spectators had not to get thrown back. Ultimate Humungousaur brought his hands together, pulled them up over his head, and brought them smashing down on Nnoitra, the resulting shockwave finally knocking everyone else off their feet and sprawling across the sand. Ultimate Humungousaur looked down at his opponent. Beaten, battered, and possibly broken, Ultimate Humungousaur was satisfied that his work was done. In a flash of light, he turned back into Humungousaur. And then in a second flash, he turned back into his human form, an intense gaze focused on his defeated opponent.

"It's over, Nnoitra," Ben said with a coldness that made the girls stare at him.

Tesra glared at Ben, readying his sword to avenge his fallen master. But he froze when he felt that he was being watched. He noticed Lilynette, Apacci, Mila Rose, and Sung-Sun all had eyes on him, their weapons drawn to attack despite their injured conditions.

"Don't even think about it," Lilynette threatened him.

Ben turned around and ran to the others' side. "Come on. Let's get you girls to the infirmary."

"Ben," Apacci looked back and forth between him and Nnoitra. "That-that was incredible."

"Now it all makes sense," Mila Rose muttered in thought. "Why the Ultimatrix made Albedo more powerful than you."

Sung-Sun frowned at him. "How long were you going to keep that a secret from us?"

Ben scratched the back of his head. "Well, I, I was…"

"You still don't fully trust us," Lilynette realized, hurt by this discovery.

Ben lowered his head. "Look, girls, I…"

"W-where do you think you're going, hero?"

Ben turned around to see Nnoitra weakly sitting up. The Fifth Espada panted heavily. "Get back here! This fight's not over."

"Lord Nnoitra!" Tesra sighed in relief.

"Stay down, Nnoitra," Ben warned him, though he reached for the Ultimatrix just in case.

"Didn't I tell you not to pity me?!" Nnoitra wobbly got to his feet. "I can still fight. Go on, turn into whatever alien you want! Four Arms! Swampfire! Diamondhead! Humungousaur! Go into your Ultimate forms if you want to, it doesn't matter! I'll take them all on!"

Ben's hand hovered over the Ultimatrix dial, ready to go alien if need be.

Nnoitra picked up his scythes. "Come on, hero! Transform already!" Ben's hand twitched but he still didn't move. "What's wrong?! Fight me!"

"Just leave, Nnoitra," Ben said firmly.

"No!" Nnoitra raised, readying his blades. "How many times do I have to tell you not to pity me?!" He ran forward, lifting up his scythes to cut Ben down. Ben's hand touched the Ultimatrix dial.

But just as Ben was about to pick which alien to turn into, Nnoitra was slashed across the chest, blood spewing from his newest wound. Nnoitra stared in shock at the sudden attack before falling to his knees. "W-what…?!"

"Ben gave you the chance to walk away. But I will not be so merciful to you."

Harribel stood between Ben and Nnoitra, her sword drawn. A trickle of blood dripped from the tip of her blade.

"Lady Harribel!" Apacci cried out in shock and relief.

"H-Harribel," Nnoitra coughed, glaring at her.

"Your bloodlust knows no bounds, Nnoitra," Harribel said coldly. "I already warned you once never to harm my Fraccione. And it was foolish to try and attack Starrk's as well. I should have known not to expect better from the likes of you."

"S-shut up!" Nnoitra yelled. "Of course people get hurt in battle! It's their fault for not staying out of the way."

Harribel's eyes narrowed in disgust.

"What's with that look?" Nnoitra mocked her. "If you have a problem then how about you fight me, Harribel!"

"It wouldn't be much of a fight," Harribel said dismissively, which further enraged Nnoitra.

"All of you, looking down on me!" Nnoitra rose up to attack her. "I am the fucking strongest! I'll kill every single one of you for looking down on m…" His rant was cut short as Harribel slashed him again, causing him to collapse from his latest injury.

"I won't kill you," Harribel said, turning her back to him. "Only because I do not wish to inconvenience Lord Aizen with another opening in the Espada at the moment. But be warned, Nnoitra." She looked over her shoulder at him. "I will not warn you a third time."

"Lord Nnoitra," Tesra ran to his side.

Harribel ignored him, instead walking over to Ben and the rest of the girls. "Let us get you healed," she told them gently.

Her Fraccione nodded. "Yes, Lady Harribel," they said together.

…

"So, Luppi decided to attack Ben after his training with Tosen?" Harribel asked as the girls relayed what had happened.

"That's right, Lady Harribel," Apacci told her. "He probably did it as a way of rubbing his superiority in Grimmjow's face."

"Luppi was fond of showing off his rank," Harribel noted.

"Ben was incredible," Lilynette said, throwing her arms around for emphasis. "First he turned into this guy called NRG who wears a big oven suit." She looked over at Ben. "Hey, is he really living radiation?"

"Radiation?" Harribel asked.

"Yeah," Ben said. "NRG's species are beings made of radioactive energy. That's why he has that big suit. So it doesn't affect other people." Ben paused. "Err, can Arrancar be affected by radiation?"

"I don't know," Harribel admitted. "It's possible but since there is no radiation in Hueco Mundo, I couldn't tell."

"Good point," Ben said.

"Luppi thought he'd won when he went up into the air," Lilynette continued. "So Ben turned into this electric flying jellyfish called AmpFibian! He managed to save Apacci and the others, knocked Luppi into the pool, and then shocked him real good."

Mila Rose scowled. "Still hate how Luppi got the drop on us like that."

"Despite his behavior, he is still an Espada," Harribel said. "You should not have underestimated him."

"Yes, Lady Harribel," Sung-Sun said while Apacci and Mila Rose both looked to the side.

"Still, it's impressive that you were able to defeat Luppi, Ben," Harribel complimented him.

Ben shrugged. "The guy was tough but he was definitely no Grimmjow."

"He only became an Espada because one of them got demoted," Apacci stated. "I bet Yammy, Aaroniero, Szayel, or Zommari could easily beat him."

Harribel crossed her arms but said nothing further about Luppi. Instead, she brought up a far more serious topic. "After you defeated Luppi, Nnoitra attacked you."

"That's right," Ben said, putting his hands in his pockets. "Apparently he was tired of other Arrancar trying to fight me first, so he decided to try and take me down before they did."

"First he turned into Chromastone!" Lilynette said. She laughed. "You should have seen the look on Nnoitra's face when Chromastone absorbed his Cero and shot the blast right back at him!"

"We tried to help against Nnoitra," Sung-Sun added. "But we could do very little against him. We were actually about to release when Tesra caught us by surprise."

"I'm surprised that Nnoitra allowed his Fraccion to aid him in battle," Harribel said.

"He didn't," Apacci said. "After that cheap shot, Nnoitra chewed him out for helping. Said he didn't need it against the likes of us."

"Ben then turned into this big guy called Humungousaur!" Lilynette continued. "And that guy was at least as big as Yammy. Then he made himself even bigger and stomped on Nnoitra!"

"But it wasn't enough," Mila Rose added. "We still tried to help but then Nnoitra wounded all three of us. Ben wanted us out of the way even though we could have used our Released States to heal ourselves and stay in the fight."

"He was merely concerned about your well-being," Harribel said. "Not insulting your capabilities."

"Course Nnoitra wasn't going to let that happen," Lilynette said in annoyance. "So he used his Released State. Ben tried fighting him but Nnoitra wasn't going down. He landed a hit on Ben and looked like he was about to finish him off. So I said he didn't have the balls to fight without using cheap tricks."

"Did you now?" Harribel asked, and there was a hint of amusement in her voice.

"All you did was piss him off and make him try to attack you," Apacci pointed out.

"I didn't care," Lilynette admitted. "He was going to hurt Ben and I wasn't going to let that happen. Besides, Ben went Ultimate and kicked his ass so it doesn't matter." Then her eye widened before she frowned, registering her own words.

Harribel faltered when she heard that. "Ultimate?" Ben flinched.

"Yes, Lady Harribel," Sung-Sun said. "Apparently the Ultimatrix can do more than turn Ben into different aliens. It even allows them to transform a second time; becoming more powerful versions of themselves with additional abilities. Ben referred to his transformation at the time as Ultimate Humungousaur, so I am guessing that Ultimate is used in the names for all of these secondary transformations."

"I see," Harribel looked at Ben out of the corner of her eye. "That would explain quite a few things regarding your story about the Ultimatrix. Though, I do not find you at fault for keeping this ability to yourself." Everyone stared at her. "Doing so was a wise decision."

"But it means he doesn't really trust us!" Lilynette argued, the hurt having returned to her voice.

"Have we done anything to fully earn it?" Harribel pointed out and Lilynette froze. She tried to think of a response but none came to mind. So she settled for slouching over in defeat. "It's only natural, given his circumstances."

The rest of the walk to the infirmary was in stunned silence, with Harribel having given the girls something to think over and Ben being surprised that she actually took his side.

…

As Apacci, Mila Rose, and Sung-Sun had their injuries looked over, Harribel was accompanying Ben and Lilynette back to Starrk's chambers.

"Word of your Ultimate forms will spread," Harribel cautioned Ben. "You'd best prepare for the fallout."

"You think Aizen will be mad that I kept it a secret?" Ben asked, silently adding to himself that Aizen probably knew by now. Especially if the fake sky was a surveillance system.

"He will no doubt understand," Harribel reassured. "For the exact same reasons I do."

"So you're really not mad at me for keeping this a secret from you," Ben couldn't help but ask.

"If I was in a situation like yours, I would no doubt do something similar," Harribel said. "Until the time came for me to fight."

Unfortunately, Lilynette was not as dissuaded. "Was that it, Ben? Were you keeping your Ultimate Alien forms a secret in case you had to fight us?!"

"You can't blame him," Harribel told her kindly but firmly. "Look at everything that has happened to him since he was first sent to our universe."

Lilynette was once again at a loss for words and that made her mad. Ben reached out a hand to her, in hopes of cheering her up, only for Lilynette to smack it away. "I thought we were your friends." Before Ben could say anything to defend himself, Lilynette ran ahead.

"Let her be for now," Harribel said as Ben made to run after her. "Once she has had time to get her anger out of her system, she might be willing to listen."

Ben sighed. "I hope you're right. Also, there's something else I have to say." Harribel turned towards him. "I'm sorry your Fraccione got hurt because of me."

"Fighters will always be wounded in battle," Harribel told him. "You did not make my Fraccione fight beside you and once they were hurt, you cared more about their well-being than forcing them to continue fighting. While they have improved, thanks to sparring with you, I doubt they would have been a match for Nnoitra. Thank you once again for protecting them."

Ben smiled as he rubbed his neck. "Sure thing."

"So," Harribel said. "Do you see Lilynette and my Fraccione as your friends?"

Ben chuckled sheepishly. "Yes. And you and Starrk too."

Harribel blinked, her eyes widening slightly. "You see Starrk and I as your friends?"

"If that's alright," Ben hastily, worried he might have overstepped his bounds.

Harribel was silent and Ben started to worry that he might have gone too far.

"Aside from my Fraccione, I have never had anyone to consider a friend before," Harribel said.

"What, no one? Not even Starrk?"

"Starrk is indifferent and therefore tolerable if nothing else," Harribel explained. "Very few of us go out of our way to befriend each other."

"Well, that kinda sucks," Ben said bluntly.

"That's our lot in life," Harribel said and Ben noticed that her voice seemed melancholic. "Even though Lord Aizen restored reason to us, most only care about their bloodlust," She closed her eyes. "And using the power Lord Aizen bestowed upon them to achieve it on a greater scale."

Ben was feeling depressed just hearing about this. But he couldn't blame Harribel. Aizen might have improved her life since she was a Hollow but it was still far from perfect. "I know it probably wouldn't matter but I wish there was something I could do."

Harribel stared at Ben for a moment before the look softened. "You truly are a noble person, Ben Tennyson. What was that mysterious man planning when he sent you into our midst?"

"Apparently some kind of game," Ben said. "Hopefully I'll find out what he's actually up to. Somehow."

Harribel nodded. "That's all we can hope for. For now."

"Yeah," Ben said, seeing that there really was nothing they could do about that little problem at the moment. "So, about my Ultimate Aliens..."

"As I have already, I do not blame you," Harribel repeated. "Though I hope in time we might prove ourselves worthy of your trust. Lord Aizen has done incredible things for Hueco Mundo and I hope you can see that he only means the best."

"Maybe," Ben said and Harribel could see that response would have to do for now.

…

The two walked in silence until they reached the door to Starrk's chambers.

"Thanks again, Harribel," Ben said appreciatively. "For, you know, everything."

"You're welcome, Ben," Harribel said cordially. "And thank you again for all you have done for my Fraccione and for your consideration." After a moment she added. "And for considering me a friend despite your uncertainty about us."

Ben smiled. "Well, I guess, since we're friends, you feel like hanging out with me, Lilynette and the others?" He paused. "Provided Lilynette will stop being mad at me."

"Hanging out?" Harribel asked.

"Sure," Ben said. "And maybe we can get Starrk to join in. Seriously, I have never seen somebody sleep in as much as he has. And I would now, I've slept in plenty of times, especially on the weekends."

Harribel was surprised by this offer but actually took it into consideration. "I," she hesitated. "Do not know. However, I will at least consider it."

Ben smiled again. "Sounds good to me. Later, Harribel."

Harribel nodded and walked down the way she had come. With that, Ben took a deep breath and walked into Starrk's chambers.

…

"So, you managed to beat Luppi and Nnoitra," was the first thing Ben heard the moment he entered. He found Starrk sitting upright on his pile of pillows, looking more awake than usual. Lilynette was sitting off to the side, her arms around her legs and her back to the others.

"Yeah," Ben said, looking over at Lilynette. "I did."

"Lilynette also told me about your Ultimate forms," Starrk said, but he still sounded so nonchalant that Ben wasn't sure if he was actually interested or still indifferent. "And how you kept them a secret from us in case you needed to fight your way out of here."

"Yeah," Ben mumbled.

"She also said Harribel didn't blame you," Starrk went on. "I don't either."

Lilynette flinched when she heard that but did not say a thing, she just hugged herself tighter.

"Pretty clever of you not to show all your cards from the get-go," Starrk said. "I get that you don't really trust us. Don't have much of a reason to."

Lilynette glared at Starrk out of the corner of her eye, angry that her other half didn't share her feelings on the matter.

Ben ruffled his hair as he tried to think of how best to approach this situation. He really should've considered and prepared for the possibility of revealing his Ultimate Aliens early. He made his way over to Lilynette.

"Hey, Lilynette," he said as he crouched beside her. Lilynette's response was to turn her head to the side. Ben sighed. "Look, I'm sorry for keeping secrets from you guys. It's just that a lot of stuff has happened to me recently and I'm still trying to make sense of it all."

"Probably hasn't helped that a lot of the people you've met so far have tried to kill you," Starrk added.

"Well yeah, that too," Ben conceded. "But I wasn't doing it to be mean, Lilynette."

Lilynette sighed. "I know. You do have every right to keep some stuff to yourself. It's just…" She paused.

"What's wrong?" Ben asked.

"Even though we're all comrades," Lilynette said quietly. "None of us really hang out with each other."

"Yeah, Harribel told me nobody really tries to make friends with each other," Ben said.

"Even though Starrk and I can finally be around people who won't die just by being near us," Lilynette said. "It's still," She lowered her head. "Lonely."

Starrk shifted his body to look at Lilynette, just as surprised as Ben was by this confession.

"Then you came along and things started changing," Lilynette told the hero. "I never would've imagined myself actually hanging out with Harribel and her Fraccione but then you showed up and now we hang out all the time. It," she smiled. "It feels nice."

Starrk looked away, taking in Lilynette's words.

"Then when you fought Luppi, you called us your friends," Lilynette said, and Starrk's attention was definitely caught, looking back and forth between Lilynette and Ben.

"I meant what I said Lilynette," Ben told her firmly. "And to be honest, I'm sure I can trust you guys; you, Starrk, Harribel, Apacci, Mila Rose, and Sung-Sun."

Lilynette finally looked at him. "You still don't trust Lord Aizen?!" she asked incredulously.

"Back in my universe, I faced plenty of people who used their charms to win people over, only to show they were just being used," Ben explained.

"Lord Aizen would never do that!" Lilynette insisted fiercely.

"Maybe you're right, Lilynette," Ben said, trying to placate her. "But I didn't know that. I was just being careful."

Lilynette sighed again. "I want to be mad at you."

"I know," Ben said quietly.

"But," Lilynette went on. "I guess what you're saying does make sense."

"So does this mean you forgive me?" Ben asked with a smile.

Lilynette scrunched up her face and Ben had to fight the urge to laugh. It reminded him so much of when he and Gwen would do the same thing as kids.

"Fine," Lilynette finally said and Ben's smile grew. "But you better make it up to me, Ben!" She pointed a finger at him accusingly.

"Alright, alright," Ben said as he held his hands out in front of him. "So, what do I have to do to make it up to you?"

Lilynette scrunched her face up again as she tried to think of a suitable atonement. "I can't think of anything right now," she confessed. "But when I do, I'm gonna make sure you do it."

Ben chuckled. "Alright, Lilynette. I'll keep that in mind."

Lilynette smiled and all traces of hostility were gone.

"So," Starrk said, drawing the two's attention. "You really see us as your friends?"

Ben nodded. "I do."

Starrk stared at Ben for a moment before falling back onto his pillows. At first, it seemed he was about to fall asleep again but instead he stared up at the ceiling, deep in thought.

"A friend huh?" Starrk muttered, more to himself than to the others. He closed his eyes. "That doesn't sound too bad."

Ben smiled while Lilynette had a huge grin.

…

"So, Szayel," Aizen said to his eighth Espada. Both were in the latter's lab. "Can it be done?"

"I may need to do a few more calculations, Lord Aizen," Szayel admitted. "But by all accounts, I don't see why it shouldn't work."

"Excellent," Aizen said with a smile. "Good work, Szayel."

Szayel bowed dramatically. "Your praise is most rewarding, Lord Aizen. And I thank you with the utmost gratitude for assigning me such a task worthy of my intellect. This, by far, will be my greatest work!"

"We still need the means to make this experiment possible," Aizen said. "Though I already have something in mind."

"Oh?" Szayel pushed his glasses further up his nose. "May I be informed as to what it is?"

Aizen chuckled. "Ben does have some sympathy for Hollows and wishes to make life easier for them instead of this "kill or be killed" world. Perhaps, with his aliens, that just might be possible."

Szayel's eyes gleamed. "Do tell, Lord Aizen."

Aizen smiled. "All in good time, Szayel. First I need to have a talk with Ben to see if he can do it. If so, then things will become so much easier."

 **End of Chapter**

 **Well guys, that conclusdes the latest chapter of Bleach: Ultimate Alien, plus the Ultimate Heroes Arc.**

 **TIM: Hey, Bigby. It was awesome that we got to see another Ultimate Alien.**

 **Bigby: Thanks, man. I actually had a hard time picking which of these guys to use. It was thanks to you that I finally decided.**

 **TIM: Whoa, really?**

 **Bigby: Yep. Remember how you mentioned Ultimate Humungousaur as an example during one of our discussions. Now I know you were just using him as only an example but I figured, "eh, why not?" and chose to roll with him.**

 **TIM: Well I'm glad it worked out. And I really liked the development between Ben and the girls. Plus that little moment between Harribel and Ben near the end.**

 **Bigby: Thanks, again.**

 **TIM: That ending though. I think I know what you have in mind, Bigby. No spoilers.**

 **Bigby: Nope. Also, I would like to thank Diablo Ex Machina, formerly Sallem Cortez 004. He helped me come up with what I'm going to do in the next chapter. Speaking of which, he's actually posted guidelines to help people out with writing fanfiction.**

 **TIM: He has?**

 **Bigby: Sure has and it's really good. Diablo gives well thought out, thorough explanations for writing. Now he does make it perfectly clear that his guidelines are only that. Guidelines, advice, he's not telling people to write like how he says, just offering pointers. It's available for anyone who wants to read it.**

 **TIM: That doesn't sound too bad. Plus, he's not telling people they have to write that way.**

 **Bigby: That's right. Also, this is a request for the readers. Would anyone be interested in making TVtrope pages for the stories of my pals Incredible Muffin and Blazorna Ibara?**

 **TIM: Bigby?**

 **Bigby: You guys are great writers. It would be awesome to see TVtrope pages about your work such as your Unlimited Justice or Outcast Blades fics and Blazorna's The Troubles of a Misplaced Hero.**

 **TIM: Aw, thanks, Bigby.**

 **Bigby: You're welcome, man. Also, for fans of my Snow Queen and the Winter Knight story, I have great news. I have completed the first chapter!**

 **TIM: That's great, Bigby!**

 **Bigby: Now I'm going to complete the other chapters before I post it,**

 **TIM: We know, Bigby. You do have a habit of repeating yourself.**

 **Bigby: ...good point. Anyway, just wanted to let my readers know that the story isn't dead.**

 **TIM: Will you be working on that next?**

 **Bigby: First I'm going to help some other friends out with their stories. I don't want to shove them to the side just so I can focus only on my own.**

 **TIM: Before we go, Bigby. Mind giving us a little preview for your next chapter?**

 **Bigby: You did a preview so it's only fair that I do too.**

 **Next chapter: Aizen has a plan that can make good use of Ben's aliens. But that all might crashing down on him when Ben encounters somebody he never would have expected. But does Aizen have one last trick up his sleeve?**

 **TIM: Going for the ominous angle too?**

 **Bigby: I like previews being ominous. It fuels the reader's curiosity.**

 **TIM: Nothing wrong with that.**

 **Bigby: Well guys, that's all for now. See ya!**


	12. The Oasis

**Disclaimer: I do not own Bleach or Ben 10.**

 **The Oasis**

Mila Rose screamed as she swung her sword down, only for it to be blocked by Diamondhead's arm. However, Sung-Sun took advantage of the distraction to strike the crystalline hero in the leg. It didn't hurt him but she had put enough force into her blow to knock his leg out from under him, causing him to lurch forward. Apacci took advantage of his state to launch a Bala at him. But Diamondhead had managed to see her charging her attack and quickly created a wall of crystal out of the ground to block it. Apacci unleashed a fury of Bala upon the wall and Diamondhead quickly touched the dial on his chest and transformed into Armodrillo, diving into the ground.

"He's gone underground!" Mila Rose told the others. All three quickly leaped into the air and hovered over the sand.

"Smoke him out!" Apacci yelled to her teammates as energy started gathering around her horn. The other two nodded and began charging their own Cero as well. The desert area lit up in a blend of pink, orange, and red, creating a decent crater in the ground. But there was no sign of their opponent.

Suddenly a giant vine shot out of the ground and swung at the three. The trio dodged and began relentlessly hacking at the growth, cutting it in two. However, two more vines emerged and reached for them as well. As the girls focused on the vines; Swampfire rose out of the ground. Fireballs formed in his hands and he began throwing them. He made sure not to actually hit the girls, however, merely seeking to put them on the defensive. The girls grimaced and backpedaled.

"Split up!" Sung-Sun said.

"Right!" Mila Rose and Apacci said together and all three girls split off in different directions.

"Divide and conquer?" Swampfire grinned. "No problem." He tapped the Ultimatrix dial and transformed into Echo Echo. "I can. Do you. One better." He split into nine copies of himself, three for each of his opponents. The three trios of Echo Echoes raised their heads and screamed ultrasonic waves at their opponents, who were moving faster to dodge the dangerous attacks. Apacci flung her chakrams at her Echo Echoes but one fired a sonic attack that knocked her weapons out of the air. Grumbling, Apacci began charging her horn and fired a Cero. Seeing it build up, the three Echo Echoes stood back to back and created a dome of sound around them; just in time as the Cero struck the dome. Apacci grit her teeth as the dome managed to hold.

Mila Rose and Sung-Sun were faring better but only just. They knew by now that the best tactic was preventing Echo Echo from opening his mouth, so they decided to put him on the defensive. Unfortunately the little guy and his clones were too tricky for their tastes. If they didn't want to get overwhelmed, they had to take Ben down now or at least make him switch aliens again.

Sung-Sun darted her gaze around, trying to find some way to gain an edge. And she had to do it soon; her Echo Echoes were closing in on her. Just as they started preparing themselves for another attack, Sung-Sun finally got an idea. She landed on the sand and struck the ground with enough force to kick up sand all around her. The Echo Echoes hacked and wheezed as the sand had wound up getting in their mouths, leaving them open for Sung-Sun to strike them all.

Mila Rose and Apacci saw what their teammate had done and grinned at such an effective tactic.

"Uh oh," one Echo Echo mumbled when he realized what he and the other copies were in for.

Apacci and Mila Rose blasted the ground, launching sand everywhere, the granules getting in the eyes and mouths of the Echo Echoes before they could do anything, causing them to cry out and cough as they tried to remove the sand. Unfortunately it wasn't fast enough as the girls swooped in and struck their opponents relentlessly. The hero and his copies were sprawled all over the place, groaning in pain. Weakly, they all merged back into one and Echo Echo tapped the Ultimatrix dial again, transforming into a different alien. This one sported a blue and black cloak that was wrapped around its lithe body with bulbous green eyes and a teeth-filled frown that caused it to resemble an eerie wraith.

Apacci groaned in frustration. Just when it looked like they finally had Ben on the ropes, he busted out a new guy. The new alien unfolded its cloak to reveal that it wasn't a cloak at all. It was actually wings and a large antenna, now causing him to resemble a Mothman. Apacci didn't want to give this guy a chance to attack so she scooped up her chakrams and threw them again. The moth alien suddenly became transparent, the chakrams flying through him harmlessly.

Apacci slouched. "Another guy with intangibility?"

"And that's not all," the alien replied with a voice that sounded like a low, cold breeze. He flew straight at Apacci, who struggled to think of how to block something that could become intangible. The moth man flew through her arm and she cried out as the limb became numb instantly. She looked at her arm and her eyes widened when she saw that it was encased in ice.

"I call this one," the alien said quietly. "Big Chill!"

"Clever," Mila Rose muttered dryly. She and Sung-Sun used Sonido to reach Apacci and pull her out of harm's way. Apacci hissed as she tried to free her arm from the ice.

"Stay here, Apacci," Sung-Sun told her firmly before she and Mila Rose took off to resume the fight.

"How are we supposed to beat him now?" Mila Rose grumbled.

"I don't know," Sung-Sun admitted. "At the moment, all we can do is hope for an opening."

Mila Rose narrowed her eyes. "Great." She gripped the hilt of her sword.

Big Chill flew at them and the two made to keep away. Even though they knew it was pointless, they began firing Bala at him. It went just as they expected; the attacks passing through him harmlessly. It was now a game of chase; Big Chill pursuing the two and them trying to maintain their distance. But Big Chill was having none of that as he unleashed an icy vapor from his mouth, striking the girls. Both girls cried out as ice began forming over their bodies. They quickly moved back to the ground, Big Chill following them as he kept his cold breath upon them. Both girls were now trapped up to their necks in blocks of ice.

"Chill for awhile," Big Chill joked before chuckling at his own pun, which only earned him annoyed looks from the trio.

But the girls were far from out as they flared their spiritual pressure, the sheer force shattering their icy prisons. Mila Rose and Apacci lunged to attack Big Chill, who simply went intangible, causing the two to collide with each other.

"Mila Rose!" Apacci barked. "Watch where you're going, you stupid klutz!"

"Me?!" Mila Rose hollered. "You're the one who almost took my eye out with your stupid horn, you bullhead!"

"You're both idiots," Sung-Sun remarked. "Did you forget about his intangibility so soon? I know you two are slow on the uptake but I didn't think you were this bad."

"Do you want to die instead?!" The other two rounded on her.

"Want to call it quits for now?" Big Chill asked, hovering over them and staying intangible so they didn't catch him off guard. The question earned him three pairs of glares, though it gave Big Chill a sense of pride.

"We seem to be at a stalemate," Sung-Sun noted. "We can't hurt you, but your ice won't hold us so easily. And since you have the upper hand, I doubt you'll be changing aliens anytime soon."

"Maaaybe," Big Chill replied and Sung-Sun wondered if he naturally spoke in such a, no pun intended, chilly tone or if he did it on purpose. Either way it personally gave Sung-Sun the creeps. Not that she would ever admit it out loud.

She looked over at her teammates, giving them a hard look. Both girls looked aggravated but, seeing that there was nothing they could do, reluctantly lowered their weapons.

"Alright, fine!" Apacci growled, as if driving the point home.

It might have been her imagination, but Sung-Sun could have sworn that Big Chill's blank face briefly changed into a smug smile, or as close to one as he could, before changing back to normal. Ben was about to speak when Sung-Sun dashed forward, grabbed Ben by the arm and flipped him onto the ground. Ben didn't have time to register what had happened until he saw Sung-Sun's sai pointing right at his face, a smug look on her face now. Ben stared at her for a brief moment and then made a face. "Cheap shot, Sung-Sun."

"Well we never actually said the fight was over," Sung-Sun said airily before holding out a hand to help Ben up. "Implied perhaps, but never actually stated."

Mila Rose grinned and Apacci snickered at their teammate's move. Ben rolled his eyes as he grabbed Sung-Sun's arm, and then proceeded to pull her forward. Sung-Sun was not expecting the move and could only let out a brief cry of shock as she sprawled onto the ground. Now Mila Rose and Apacci were laughing heartily. Sung-Sun picked herself up from the ground, glaring at Ben, who only grinned back.

"Oh man, you should see your face, Sung-Sun!" Apacci said as she clutched her sides.

Mila Rose was leaning against her sword as she laughed. "How does it feel to have the tables turned on you?"

For once, Sung-Sun found herself unable to think of anything snarky to say. Ben picked himself up and held his hand out to Sung-Sun. Sung-Sun turned her attention to him and for a moment, Ben wondered if she was going to get her revenge. When she grabbed his hand though, she did nothing. So Ben helped her to her feet unhindered. But the moment she got to her feet, Sung-Sun leaned forward.

"I will remember this, Ben," Sung-Sun whispered in a low, deceptively friendly tone. "And I will get you back when we spar again." She pulled back, covering her mouth with her sleeve, feeling pleased with herself when Ben just stood there, staring at her. Although their laughter died down, Mila Rose and Apacci were still grinning.

"What's the matter, Sung-Sun?" Apacci said as she clipped her charkrams back onto her wrists. "Sore loser?"

If Sung-Sun had any sort of retort, it was cut off when Harribel, who had been watching the entire fight, approached them.

"You four did well today," she praised before turning her attention to her Fraccion. "You three have improved." She noticed that while pleased with her compliments, they looked rather downcast. "What's wrong?"

"We appreciate you saying that we've improved, Lady Harribel," Apacci said. "But we didn't beat him."

"You've still made progress," Harribel encouraged. "You've displayed great resourcefulness in the heat of battle and forced Ben to select an alien with an unexpected advantage. The fact that he needed to resort to an alien with a power like intangibility proves how much of a threat you are to him." She then turned to Ben. "And you, Ben, have pushed the girls to fight more strategically, using the environment and their opponents' weaknesses to their advantage."

"Don't forget," Lilynette, who had also been watching the battle, finally spoke up. "Ben hasn't used his Ultimate Aliens yet."

"True," Harribel acknowledged. "But the girls have not used their Released States either. And while Ben's Ultimate Aliens have proven more than a match for an Espada, Nnoitra is nothing but a brutal savage who relies on sheer force. Whether or not my Fraccion would win is unknown, but I would like to believe that they would stand a better chance."

Lilynette looked skeptical, Harribel's Fraccion were happy with their leader's praise, and Ben took Harribel's words into consideration. Despite sparring for a few rounds, Harribel had her Fraccion hold off from using their Released States. Ben wondered what kind of special powers they might have.

"Well, since the fight's over," Lilynette spoke up. "What do you guys want to do? Relax in the pool a bit more?"

"Sounds good to me," Ben said, wiping his forehead.

"After a fight like that, I could use some relaxation," Apacci said, rubbing the back of her neck.

Mila Rose stretched her arms from side to side. "I'm surprised at how much I actually enjoy swimming. It's quite a nice pastime."

"You mean it's the only pastime," Lilynette added.

That earned a hearty laugh from four Arrancar and one human. Although she didn't partake, Harribel couldn't help feeling a small smile forming behind her mask. She blinked in surprise by this new development but found it to be a nice feeling.

...

The group went their separate ways to get ready for swimming.

"Hey, Ben," Lilynette said as she and said human made their way to their room.

"What's up, Lilynette?"

"I was thinking. Could we spar some time?"

"Oh?" Ben blinked. "What brought this on?"

"I want to get strong too!" Lilynette exclaimed, stunning Ben by both the volume and conviction in her voice.

"Oh, okay," Ben said, still taken aback by this turn of events. "I don't have a problem with it. Maybe we could even ask Apacci and the others if they want to spar with us too." Lilynette grimaced at this. "What's wrong? Worried they're going to be jerks to you or something?"

"Yeah," Lilynette admitted quietly.

"Don't worry, Lilynette," Ben reassured her. "I doubt they will and even if they do, I'm sure Harribel will get them to back off. And I'll step in if I need to."

Lilynette smiled. "Thanks, Ben."

Ben smiled back. "No problem."

They reached their room and went inside. But the moment they stepped through the door, they froze when they saw that Aizen was inside, engaged in deep conversation with Starrk about something. And from the uncharacteristically serious look on Starrk's face, it had to be something very important. Of course, the two became aware that they were no longer alone. Aizen beamed when he saw who it was.

"Ah, Ben! Just who I was looking for! I'm guessing that you were training with Harribel's Fraccion again?"

"Yeah," Ben said, looking back and forth between Aizen and Starrk, the latter still having a serious and contemplative look on his face. "What's going on?" At first Ben thought that Aizen was going to talk to him about Nnoitra, he was surprised that the Soul Reaper hadn't approached him about it already.

"Well, Ben, Szayel and I are conducting an experiment and I think your help would be vital in making it possible."

Ben tried not to flinch as he thought of the scientist Arrancar and the word experiment in the same sentence. "What is it?"

"Well, Ben," Aizen said amicably. "I think I might know a way to improve the state of Hueco Mundo. But I'll need your aliens to achieve it."

Ben raised a brow at this. "What could they do?"

Aizen chuckled. "Well, Ben, our talk about the state of Hueco Mundo had me realize that perhaps, I have not tried hard enough to truly improve life here. Perhaps I could have found an actual way to keep Hollows from devouring each other. But the desire to fill that emptiness, the desire to eat, will always be there. That's when I decided I could provide them with a substitute."

Ben tilted his head. "Like what?"

"That's where your aliens, come in. Particularly Swampfire. I know he is capable of producing seeds, so I thought that perhaps we can infuse them with spiritual energy, and then you can grow them into fruits. Hollows would be able to feed on these fruits instead of each other. I know we have seeds of our own but I don't want to risk our food supplies."

Ben and Lilynette both stared at Aizen, then at each other as they took this in.

"You really think that could work?" Ben asked, though out of curiosity and not skepticism.

"We would have to test it," Aizen admitted. "Though personally, I am confident this will work."

Ben crossed his arms. He could see the benefits of giving the Hollows something else besides each other to devour, but it couldn't be that simple. "Will they try to fight each other so they can get more food than each other?"

"This is just the first phase," Aizen explained further. "We'll go and see Szayel. I hope you don't mind me taking some initiative before informing you. Once we are certain this will work, we can spread the seeds across Hueco Mundo. With enough time and effort, perhaps we can transform this land into a true paradise."

Lilynette's visible eye widened immensely as she and Ben shared another look.

"Are you up for it, Ben?" Aizen asked.

Ben couldn't deny that Aizen's idea sounded promising. And he thought of Harribel and her girls. If they would make this work, Hollows like them wouldn't be preyed upon anymore.

"Hey, does this mean that Hollows who eat the plants can get stronger?"

"No doubt," Aizen said in a matter-of-fact manner.

A place where one could become stronger without having to sacrifice others? "And if we manage to do this in all of Hueco Mundo, everyone could become strong?"

"If we plan it out carefully," Aizen said, emphasizing the carefully part. "Then there shouldn't be any more weak Hollows."

Lilynette let out a low gasp as she looked over at Starrk again. If everyone was strong, then powerful beings like them wouldn't have to be lonely anymore. She looked over at Ben, who was put off by the pleading look on her face.

"Well," he settled. "Worth a shot."

Aizen smiled. "Excellent. Follow me."

…

Ben, Starrk, and Lilynette were led back outside to the courtyard, though Ben was curious as to why they were there. They walked further away from the spot that Ben and the girls trained at. Ben wasn't sure how long they had walked but he felt that his legs were getting a little sore. That and he hadn't sat down since his last spar. It looked like they were possibly in the middle of Las Noches, give to take a few feet. As Aizen had said, Szayel was already there waiting for them.

"Lord Aizen!" Szayel beamed happily. His smile grew when he saw that Ben was with him. "Ben! I'm so pleased to see you." Then he noticed Starrk and Lilynette, becoming extremely amused by the sight. "Well, well, Starrk. I wasn't expecting you to be interested in this project. The fact that I've managed to interest the Primera Espada is an accomplishment in and of itself!"

"Whatever," Starrk said nonchalantly. Szayel simply chuckled before looking over at Ben. "So, Ben. How much do you know about our plan?"

"I know about the spirit plants," Ben replied.

"Oh, so Lord Aizen didn't fill you in on the details?" Szayel asked. Ben looked over at Aizen.

"I believed that it would be better if we explained it to him once we were here," the Shinigami replied.

"Fair enough, Lord Aizen," Szayel said before addressing Ben again. "If I had considered this beforehand, I would already have set up an area for us to grow these plants but since we've recently created this plan, we'll have to improvise."

"Improvise?" Ben asked.

"Using your aliens," Szayel explained. "We could possibly create our very own oasis right here in Las Noches. Now, you might be wondering why we're growing them inside instead of outside so the Hollows can eat them. Well, for starters, think of this as a test run. Then, if the experiment is a success, we can start spreading them throughout Las Noches. Quite the tall order I'm sure, but we need to guarantee that all the Arrancar can be provided for. After all, we are the ones maintaining a semblance of order within Hueco Mundo. After Las Noches, we can press on. Perhaps the Forest of Menos…"

"Makes sense," Ben said, curious about this Forest of Menos. "So, how do we do this?"

"We have most of the materials right here," Szayel said, sweeping his arms over the area. "We have plenty of soil, our own sun; we just need to make some adjustments."

"What kind of adjustments?" Lilynette asked, shifting her weight from one foot to the other.

"Primarily a source of water for the plants to grow," Szayel said. "Perhaps our very own lake."

"A lake?" Starrk asked, his eyes widening a fraction before looking over at Aizen. "This is alright?"

"The courtyard of Las Noches is wide enough," Aizen said casually.

"Well," Ben said as he activated the Ultimatrix, turning the dial to Armodrillo. "Let's get started."

…

Harribel's Fraccion were all relaxing in the pool while Harribel sat off to the side, looking off in the distance.

"I wonder where Ben and Lilynette are," Apacci said. "They should have been here by now."

"Something must have come up," Mila Rose said casually, swimming through the pool. "Or maybe Lord Aizen needed to see Ben about something."

"What would he need to see Ben about now though?" Sung-Sun wondered.

"Whatever he needs to," Harribel said. "If Lord Aizen does need to see Ben about something, it would obviously be important."

"You're right, Lady Harri…" Apacci started to reply when they heard a rumble in the distance. An all too familiar rumble.

"That sounds like Armodrillo," Mila Rose said as she straightened herself up.

"Is somebody picking another fight with Ben?" Sung-Sun asked with a frown.

Harribel narrowed her eyes and activated her Pesquisa to be sure. "No, it doesn't seem that Ben is fighting anyone. He is with Lord Aizen, along with Starrk, Lilynette, and Szayel."

"So I was right," Mila Rose said. "I wonder what's going on. And why Szayel is there."

"Well, let's go see," Apacci said, already climbing out of the pool.

…

Armodrillo climbed out of the massive pit he had made.

"Excellent work, Ben," Szayel praised happily. "Now we just need you to turn into Water Hazard and fill up the lake."

Lilynette looked inside the pit. "That's a big hole. He might be here awhile."

"Take as long as you need," Szayel said unbothered. "I don't see any reason to rush things."

Armodrillo peered into the pit too. "Maybe Water Hazard isn't the right one for this job. I've got an idea to speed things up."

"Oh?" Szayel asked.

Armodrillo touched the Ultimatrix dial again, transforming into Big Chill. Szayel watched curiously as Big Chill flew into the pit. Once the moth alien landed, he put his hands on the ground. Aizen, Starrk, and Szayel's eyes all widened as ice began forming all around the pit and spreading. Big Chill unfolded his wings as the ice built up around the pit. Once he emerged, the entire hole was completely filled, looking like a makeshift ice rink. Before anyone could comment on it, Big Chill tapped the dial again and transformed into NRG, who put his hands on the ice as his powers activated, while also shooting a beam of heat from the openings in his helmet.

"Well, that's creative," Szayel said as he watched. Aizen nodded approvingly, Starrk just watched, and Lilynette grinned at her friend's cleverness.

In a matter of minutes, the ice was melted and the pit had become a small lake.

"Wonderful!" Szayel said in delight. "Wonderful! Ben, your ingenuity never ceases to amaze me! Now we just need Swampfire to plant his seeds."

"Yeah, about that," NRG said. "I don't know if Swampfire will work. He's got seeds but I've only grown vines with them, not specific stuff like fruits. I think I'll need actual fruit seeds."

"But, if that's the case, why didn't you say anything earlier?" Aizen questioned.

"Because, I've got another plant guy who might get the job done instead," He tapped the dial again and transformed into another plant alien. This one possessed a big blue eye in the middle of his head, a venus flytrap-like structure around said head, and the lower half of his body consisted of tentacle-like vines. Pods of some sort were protruding from his back.

"So what's this guy called?" Lilynette asked.

"This one's called Wildvine," the new alien said as he took some of the pods off of his back. "Maybe these can work?"

Szayel and Aizen both studied the pods carefully. "Not what I was expecting," The Eighth Espada said. "But they're worth a try."

Wildvine nodded as he started planting the pods around the edge of the lake.

"Okay, done," Wildvine said once he was finished. "Now what?"

"Now for these," Szayel produced what appeared to be five rods with large, red crystals embedded at the tips "I was inspired by your Chromastone form to create these. Much like your alien, they serve as conductors. We will use these to absorb large quantities of energy, which they will spread throughout the water and soil. Afterwards we can use either Wildvine or Swampfire to accelerate the growth of the seeds and our oasis shall be complete. Just plant these along the rim of the lake."

Wildvine nodded again. "Alright." He took the rods from Szayel and began planting them into the ground.

"Thank you, Ben," Szayel said as the hero worked. "Now, to power the crystals…"

"Hey! What's going on?"

Everyone turned to see Harribel and her girls, the latter wearing their swimming clothes, walking towards them.

"Harribel!" Szayel said, raising his arms. "How wonderful to see you."

"Szayel," Harribel said politely. She noticed the lake and Ben planting the rods. "What's going on?"

"My latest project," Szayel explained. "And so far it's coming along wonderfully. And you will be a great asset to it."

Harribel's eyes narrowed and her Fraccion frowned, though they did relax a bit when they remembered that both Aizen and Starrk were there. "What is it?" Harribel asked.

"These crystals can conduct spiritual energy," Szayel explained. "Having two of the strongest Espada here will be perfect for them."

"What are the crystals for?" Apacci asked. "What is…all of this for?"

"We're creating fruit for Hollows to eat," Wildvine called to her as he continued planting the rods.

"Instead of themselves," Lilynette threw in.

All four girls stared.

"Is that possible?" Harribel asked in a quiet tone. She sounded somewhat uncertain but at the same time hopeful.

"We'll soon find out," Szayel informed her. "First, would you and Starrk like to do the honors?"

Starrk and Harribel looked at each other, not saying a word. Starrk sighed before stepping forward. "Alright. Guess I'll go first. So, I just need to put my energy into the crystals?"

"If you want, you can simply fire a Cero at them," Szayel said casually.

Starrk let out another sigh as he approached one of the crystals. A blue ball of energy formed under his jaw before blasting toward it. Like Szayel had said, the moment the Cero reached the crystal, it was absorbed. Harribel pulled out her sword, energy building up around her weapon before she unleashed her Cero, which came out in a wide arc compared to the Cero that Ben had seen before, at another crystal. Despite how wide the Cero was, all of it was absorbed into the crystals, which started to glow blue and yellow.

"Excellent! Excellent!" Szayel cheered.

"So now Ben does his thing on the plants?" Lilynette asked.

"Not yet," Szayel said abruptly, snapping out of his excitement. "Let us wait a bit so the plants can properly absorb the spirit energy. Then Ben can as you've put it "do his thing"."

Harribel and Starrk fired more Cero into the remaining crystals. The rods shone with bright yellow and blue hues, which reflected off of the lake's surface.

"Thank you, Starrk, Harribel," Aizen said kindly to them. "And thank you, Ben, for making all of this possible."

"Don't thank me just yet," Ben said, looking at the lake. "I want to see if this will work first."

"Well said," Aizen agreed. "That will be all for now, everyone. I'm certain that Szayel will contact us when he feels the time is right."

"Absolutely, Lord Aizen," Szayel said with a flourishing bow.

Seeing that they were dismissed, everyone started back to their respective rooms.

"Lady Harribel," Apacci said, looking back over her shoulder at the lake. "Do you…do you think it will work?"

Harribel herself looked back over at the Oasis, staring at it for a moment before turning back around and resuming her walk. "I couldn't say, Apacci. But I would like to believe so. I would like to hope so."

After that, the return trip was filled with nothing but silence.

…

An entire day passed and Ben, Starrk, Harribel, and their Fraccion were gathered around the Oasis, with Aizen and Szayel already present.

"The other Espada are not here?" Harribel couldn't help asking.

"At the moment, only we know of this project. I didn't want to inform the others until we are absolutely certain," Aizen explained before looking at Ben. "Go ahead, Ben."

Ben nodded as he activated the Ultimatrix. Once he transformed, Swampire raised his hands and released his gas over the Oasis. As it spread, long, thick vines sprouted out of the ground. Up and up they rose, pods emerging out of them. The pods only somewhat resembled the ones that Wildvine had planted earlier. Now, they were a sheer white, almost translucent color. Soon, the Oasis was completely surrounded by large, lush foliage. Swampfire lowered his hands. "Done."

"So," Lilynette said as she walked over to a nearby vine and poked one of the pods. "Did it work?"

"Use your Pesquisa," Szayel said. "Find out for yourself."

The Arrancar closed their eyes. All together their eyes widened in shock.

"It worked!" Apacci cried. "The plants are full of spiritual energy!"

"Yeah!" Lilynette jumped, punching the air.

"Success!" Szayel clapped happily. "A success!" He put his hands on Ben's shoulders and beamed. "We did it, Ben! We did it!"

"Incredible," Mila Rose breathed.

"Amazing," Sung-Sun added.

"A miracle," Harribel whispered to herself. She approached one of the fruits, brushing her fingers against it.

"Ben, Szayel," Aizen said. "Thank you both for making this possible."

"Oh, Lord Aizen," Szayel gushed. "It was your inspiration, your brilliance that brought this into existence. Ben and I simply laid down the groundwork."

Aizen shook his head. "No, Szayel. It was your planning, your work, your contributions, made this a reality. And now, a new future awaits Hueco Mundo. I think it's time for us to inform the others."

. . .

Aizen gathered the rest of the Espada, along with Gin and Tōsen, at the Oasis. Luppi and Nnoitra were looking at Ben with disgust and hatred, and several of the Espada with higher numbers were eyeing him with caution. Baraggan sneered at him before focusing his attention on Aizen. Ben noticed that Yammy was missing. When he asked, he was told that Yammy was still recuperating from a wound he had received during the trip to Karakura Town.

"They're scared of you," Lilynette said, noticing the looks Ben was receiving. "They know about how you kicked Luppi and Nnoitra's asses, and that they don't stand a chance against you."

Ben put his hands in his pockets and sighed.

"Gentlemen and Ladies of the Espada," Aizen said to his gathered warriors. "I have wonderful news. Here before you lies the great handiwork of Szayel and Ben. You shall now bear witness to the fruits of their labors."

Gin chuckled. "Literally in this case, huh, Lord Aizen?"

"Well said, Gin," Aizen replied in amusement. "Now, no doubt you are wondering why I would call you here for this. Well, the fruits of the Oasis contain spiritual energy. Not only will we be able to provide the Hollows of Hueco Mundo with an alternative food source but something just as beneficial. Lilynette, would you like to do the honors?"

Lilynette let out a squeak as she became aware of all eyes being on her, in surprise and confusion. The only three exceptions were Tōsen, Aizen, and Szayel. "M-me, Lord Aizen?"

"Of course, Lilynette." Aizen gently encouraged her.

Taking a deep breath, Lilynette made her way to one of the fruits and plucked it from the vine. She looked at it for a moment before taking a bite. She winced as a slightly sour taste touched her tongue but the bitterness was soon forgotten by a taste of pure sweet, almost creamy flavor. Blinking at the unique texture, she started devouring the fruit. The Espadas' eyes widened.

"Her Spiritual Pressure just increased," Zommari said.

"Exactly," Aizen said. 'These fruits can increase the spiritual pressure of whoever eats them."

"Which means," Nnoitra realized. "Whoever eats these can become stronger?"

"Indeed," Aizen answered.

A wave of silence fell on the group as the assembled Espada took in this new information. The majority of them were eyeing the fruits greedily, particular Luppi and Nnoitra. Baraggan rubbed his chin as he looked the fruits over. Ben, Starrk, and Harribel did not like that look.

"Now, that doesn't mean everybody should start chowing down on the fruits," Szayel said to his fellow Arrancar sharply. "If that happened, this place would be devastated in less than a day. Now, Ben," Everyone rounded on Ben when he said this. "Since our experiment has proven a success, we can start preparing for the others." This definitely got the Espada's attention. Luppi and Nnoitra were particularly gleeful at this announcement. Baraggan, on the other hand, narrowed his eyes.

"Others?!" Lilynette exclaimed. "You want Ben to make more of these?!"

"I did say that we would need enough fruit to provide for all of Las Noches, didn't I?" Szayel said snidely. Lilynette grit her teeth at the haughty way Szayel had addressed her. "Of course, I'll need to start constructing more conductors and that will take some time."

"I have confidence in your abilities, Szayel," Aizen reassured him before looking at the rest of the Espada. "You are welcome to the fruits of this Oasis but do not eat all of them. We need to conserve these for the time being. And none of you are to fight each other for the fruits. Is that understood?"

The Espada said nothing but one could tell that they all got the message.

"We have ourselves a wonderful blessing," Aizen went on. "This will aid us in our war against the Soul Society but also, Hollows will be able to quench their hunger without devouring each other. We can then guide them into making Hueco Mundo a utopia for those that the Soul Reapers have so callously abandoned. And it is all thanks to the brilliance of Szayelaporro Granz and Ben Tennyson!"

"Hooray, Lord Aizen!" Zommari cried, throwing his hands in the air. "Your generosity knows no bounds. Hooray for Szayelaporro and Ben Tennyson for serving as your heralds to this glorious future!"

Nnoitra let out a loud bellow. "Well, Szayel. I gotta say, I'm very impressed. Just think about how powerful we could be after eating these." He leered at Ben and Harribel. Luppi was sporting a twisted grin as the implications dawned on him as well.

"Indeed," the Third Espada said calmly. "Imagine how powerful we all will be." Nnoitra scowled at this. Luppi flinched when Harribel turned her eye towards him as well, still very upset that he had tried attacking her Fraccion as well.

Ulquiorra looked at the plants before turning away in disinterest. He was the only one who had not been moved by what they had all learned. Was he confident in his abilities without the fruit or did he just not see the idea of becoming stronger worthy of a reaction?

"Ben, you have done a wonderful thing," Tōsen praised the human. "Truly you are a noble and compassionate being."

"Ben Tennyson, the maker of miracles," Gin joked.

"I just wanted to help out," Ben said modestly, though he couldn't help but smile.

"And you have certainly done that," Aizen said. "Szayel, I would like for you to get started on the conductors as soon as possible. Alert Ben once you are ready with them."

Szayel bowed. "Absolutely, Lord Aizen. You won't be disappointed!"

Aizen then addressed the rest of the Espada. "That will be all. Feel free to inform your Fraccion as I will be briefing the rest of the Numeros myself. However I will say again that the fruits are not to be touched for the time being. You are all dismissed."

And with that, the Espada all departed back to their respective chambers. Only Ben, Aizen, his Soul Reaper cohorts, Starrk and Harribel's groups remained. Aizen smiled at Ben again.

"Great things are going to happen, Ben," He said. "Soon, Hueco Mundo will be a much better place."

Ben couldn't help smiling this time. "I hope it will. By the way, have you managed to find out anything about what Soul Society is doing? I mean, they've got to be making plans of their own right?"

"I wouldn't worry about that too much, Ben," Aizen said calmly. "The Soul Society is full of powerful warriors but they are very predictable. I told you before that such a trait was one of their biggest weaknesses; their desire to hold onto their old ways instead of embracing change. This will give us an advantage. We do have a possible lead regarding Karakura Town but it will require further investigation."

"Is it about that masked guy?" Ben inquired.

"No, this is about something else," Aizen replied. "I'll let you know once I have sufficient data to confirm my suspicions."

Ben frowned but shrugged. "Alright."

Aizen smiled again. "Take care, Ben. And thank you once more for your help." Aizen headed back inside.

"Good for you, Ben," Gin said honestly.

"Congratulations, Ben," Tōsen added as they both followed Aizen.

"Well," Starrk said nonchalantly. "That went well."

Lilynette rounded on him. "That went well?" She kicked him angrily. "That went well?! Starrk! Don't you realize what this means?!"

"I know, Lilynette," Starrk said quietly. "I know."

Lilynette huffed, putting her hands on her hips as she glared at him.

Harribel turned towards Ben. "Thank you, Ben."

"Yeah," Apacci said, looking at the Oasis. "This is…this is great."

"No more eat or be eaten," Mila Rose. "No more being preyed upon by others."

"No more forced sacrifices," Sung-Sun added.

"But we must be careful," Harribel spoke up, the seriousness in her tone drawing everyone's attention. "I saw the way Nnoitra and Luppi were looking at those fruits. And they have clearly shown their willingness to disobey Lord Aizen's orders. I suggest we keep a close eye on the Oasis to make sure they don't try anything."

"I wouldn't worry about them, Lady Harribel," Mila Rose said confidently. "You and Ben could easily take those guys down."

"While they do have me concerned," Harribel went on. "What really worries me is Baraggan."

Lilynette and Harribel's Fraccion stared.

Starrk looked at her sharply. "You saw that too huh?"

"He's already the Second Espada," Ben said. "He's that desperate to be the First?" When all he got was silence as a response, Ben already knew that something serious was at work here.

"Ben," Harribel said quietly. "Before Lord Aizen came and brought order to Hueco Mundo, Baraggan was its ruler."

"Wait, what?!"

"It's true," Apacci said.

"Baraggan was pompous and arrogant," Mila Rose clenched her fists. "He believed that everything here belonged to him simply because he said so."

"Las Noches was his palace, though there was no actual building before he came here," Harribel added. "He was so full of himself that he believed the sky itself was his roof."

Ben was floored by this information, not just at Baraggan's arrogance but the fact that Starrk was more powerful than the actual ruler of Hueco Mundo. And the fact that Aizen had the former ruler serving him. "You're worried that Barragan might try to make himself stronger and attack Aizen?"

"The possibility is high. Barragan is well aware that Lord Aizen is more than a match for him," Harribel said. "But he's always been one for opportunity. And an opportunity like this would be very promising to him."

Ben crossed his arms. As if things weren't bad enough, now there was the chance that he'd have to confront the Second Espada. Luppi and Nnoitra would be warmups compared to him, Ben was certain of that.

"Be on guard but don't do anything foolish," Harribel said, though everyone could tell that Starrk was excluded from her warning. "Baraggan would not dare use his Released State within the confines of Las Noches but he is the Second Espada for a reason."

"Is it because his Released State would alert Aizen?" Ben asked.

"While that is true, there is a rule where the top four Espada are forbidden from using our Released States within these walls because we would risk destroying Las Noches," Harribel informed him.

Ben stared at her with his mouth hanging open. Starrk, Barragan, Harribel, or Ulquiorra could destroy this entire place with their Released States alone? Warm-ups nothing, Barragan was in a whole other league compared to Luppi and Nnoitra. And this was his sheer power alone. Ben wondered, should he find himself in a fight against Baraggan, if he would stand a chance.

"Ben, don't try fighting Barragan," Starrk told him, surprising everyone with the same seriousness he had used during Ben's first fight with Nnoitra. "It's too dangerous. Just get away from him as best you can."

"Starrk…" Lilynette stared at her other half's change in attitude.

"Maybe you could fight him, maybe you couldn't," Starrk added. "I'm not taking that chance. If I have to make sure he backs off, I will."

"O-okay," Ben said, still adjusting to this very out of place attitude from the lazy Espada he knew and had possibly befriended.

Sung-Sun realized that it was time for a change in topic because she spoke up.

"You know, how about we go swimming?" She suggested. "Ours was cut short due to Szayel's experiment so perhaps we should make up for lost time."

"S-sounds good," Lilynette said, grabbing Ben's arm. "Come on, Ben. Let's go get ready."

"H-huh? Oh sure, Lilynette, sure." Lilynette started pulling him back to their palace to get ready.

"Go on ahead, ladies," Harribel told her Fraccion. "I'll be there shortly."

"Yes, Lady Harribel," Apacci said, speaking for the entire group as all three followed Lilynette and Ben. Once they were alone, Harribel crossed her arms under her chest.

"I'm surprised at you, Starrk," Harribel said to her fellow Espada.

"Tch," Starrk slouched. "I may not know Barragan as well as you do, Harribel, but I do know that he's dangerous. And not just because of his rank. Ben might be in over his head on this one."

"So you believe that Barragan may try something as well?" Harribel asked.

"I don't know anything for certain but I think it's best if we expect the worst," Starrk said.

"Lord Aizen won't let anything happen though," Harribel said in an assuring tone. "I just don't want Ben to take unnecessary risks."

"Same here," Starrk said tiredly. "But Ben…he can't help lending a hand to someone in need."

"I know," Harribel agreed.

"He's a good kid," Starrk went on, staring off over the sand. "Knows what we are, what we've done to live, and yet he still considers us his friends."

"Yes," Harribel said thoughtfully. "Is that why you're so protective of him now, Starrk? Do you see him as an actual friend?"

Starrk didn't say anything for a moment and Harribel started to suspect he would not. "Maybe," He said suddenly. "Do you?"

"…Maybe," Harribel answered back.

. . .

Later that day, or what qualified as that day, Lilynette was still excited about what had happened.

"This is so cool!" she said as she paced across the room excitedly.

"We know, Lilynette, we heard you the first time," Starrk grumbled as he tried to fall back asleep.

Lilynette looked ready to explode on her other half but surprisingly gave him a dismissive wave of her hand instead.

"Not up for punishing him, Lilynette?" Ben joked as he sat upon his bed.

"I'm too excited to let him get me down," Lilynette said as before putting her hands on Ben's shoulders and smiling at him. "You're awesome, Ben!"

"Well I already know that but please, don't stop on my behalf," Ben said, grinning at Lilynette.

"Hey!" Lilynette snorted, giving him a light slap on the back of the head. "Don't get too full of yourself!"

"Ow!" Ben rubbed his head. "Oh, so I'm your new victim instead of Starrk now."

"Would be a nice chance of pace," Starrk muttered from his cushions.

Ben made a face at the Primera Espada. "You're still mad about the whole Water Hazard thing aren't you?"

"Mad, no," Starrk answered. "A bit annoyed, sure."

Ben just rolled his eyes but smiled regardless. Though the smile didn't last and Lilynette noticed this.

"What's wrong, Ben?" she asked in concern.

"Oh, I'm just thinking, Lilynette," he replied in kind. "Hey, I'm gonna go for a walk. Is that alright?"

Starrk looked over his shoulder. "Where are you going?"

"Just to the courtyard," Ben told him. Both Starrk and Lilynette stared at him in confusion, wondering why he wanted to be out there yet again.

"You want me to go with you?" Lilynette offered.

"No thanks, Lilynette. I kinda want to be alone right now."

Both Starrk and Lilynette were taken aback by this request. "Are you sure?" The former asked.

"Don't worry, I'll be careful," Ben reassured him.

Starrk just stared at him for a moment before sighing. "Alright."

Lilynette rounded on him. "Alright?! Is that all you have to say?!"

"If Ben wants to do something on his own then that's his choice," Starrk told her with a hint of sternness in his tone that took her by surprise. "Besides, he said he would be careful."

"Seriously?!" Lilynette screeched. "You're just going to let this happen even though Luppi, Nnoitra, Grimmjow and possibly Baraggan are after him?"

"Don't worry, Lilynette," Ben said as he put a hand on her shoulder. "I promise. I will be careful."

Lilynette scrunched her face up in annoyance, wanting to argue against this decision. But she saw that Ben was set on it and Starrk didn't seem to care. Instead she crossed her arms and gave Ben a deep scowl, her way of saying "Fine". Ben gave her a pat on the shoulder before heading out of the room.

. . .

Once he was outside, Ben made his way to the Oasis. He had to admit, it was an impressive sight, and one of the few times he had ever used his aliens in such a creative way. Ben admired his handiwork for a moment before sighing. He walked over to one of the trees and sat down in its shade.

"Am I doing the right thing?" Ben questioned himself, looking up at the artificial sky. "I still don't know if Aizen's a good guy or not. Problem is that he's just so…charismatic. Heh, Michael Morningstar could learn a few lessons from him." Ben frowned. "And if he's the bad guy, then is what he said about the Soul Society true? Or…are they both bad? I need to find out what's really going on and what I might have to do when I find out. Somehow." Ben just sat there with his thoughts.

. . .

Ben wasn't sure how long he had been sitting there, but he soon heard the all too familiar sound of feet moving through the sand. A lot of feet. Something in Ben's head was screaming danger so he quickly sat up.

Approaching the Oasis was none other than Baraggan himself, accompanied by his Fraccion. Ben shot to his feet. When they finally noticed him, the group stopped their approach.

"Well, well," Baraggan said in that deep, gruff voice of his. "Ben Tennyson. I don't believe we've ever had a proper conversation between us, have we?"

"Can't say that we have," Ben said tensely.

"Now, now," said one of the Fraccion, a tall blonde haired man whose face was completely covered by his mask. "No need to be so edgy. We're not here to cause trouble."

"But if you're looking for trouble," said one of the Fraccion. He was a young man with a feminine face, sporting scruffy black hair and mask remains on top of his head that resembled the skull of a saber-tooth tiger. "We'll gladly give it to ya."

Ben narrowed his eyes before looking over at Baraggan. "Is there something I can help you with?"

"Yes, actually," Baraggan said briskly before looking at the Oasis. "I wasn't expecting you to be here but I find this too good an opportunity to pass up. I admire your ingenuity, boy, and I do not give praise lightly. Your powers and skill do make you a formidable warrior. The fact that you have managed to defeat two of the Espada is proof of that."

Ben's hand twitched, eager to activate the Ultimatrix and go alien at a moment's notice.

"As such," Baraggan continued. "I want my Fraccion to spar with you."

Ben was floored by this sudden request. "You do?" Then he immediately went back on guard. Sure, Baraggan was suggesting his Fraccion instead of himself but he honestly wouldn't be surprised if they were trying to establish their supposed superiority just like Nnoitra, Grimmjow, and Luppi had.

"The boss wants us to be prepared for fighting the Soul Society," Baraggan said. "And what better way for us to do so? Or do you have your hands full training with Harribel's Fraccion?" Ben caught the way that Baraggan practically spat out her name. Some bad blood between them? Maybe when Baraggan used to rule, he had openly encouraged attacking female Hollows. From what Ben remembered regarding Barragan's past comments, he could see the Arrancar doing something like that.

"Don't blame you though," said a large Arrancar with his mask remains resembling a short, tusked helmet, letting out a lecherous chuckle. Ben frowned at him.

"Surely you can spare some time for us," The masked, blonde-haired man said amicably to Ben.

"You have faced Espada and won," spoke the tallest of Baraggan's Fraccion, towering over even Yammy. He had short hair, triangular lines with inner circles on each cheek, his mask remains resembled horns sticking out from his chin, and his outfit resembled more of a Chinese robe compared to some of the other outfits. "We like to witness your power for ourselves."

"Indeed," spoke a member of Baraggan's Fraccion that made him blanch. He was dark-skinned with long wavy lavender hair and an outfit that exposed his midriff, complete with mask remains that resembled a small tiara on top of his head. "We all know about your incredible adventures and heroic deeds but we haven't seen you in action yet." He smiled at Ben in a way that made him think of Szayel as a shiver ran down his spine.

"Man!" shouted the last member of the group, a muscular man with red tattooed lines running across his bare chest, his mask remains taking the form of a beaked helmet. "Just the thought of facing a guy who took on the Espada is getting me so pumped up!"

"As you can see, Ben Tennyson," Baraggan said in amusement. "My Fraccion are very eager to test themselves against you. Do you see a problem with this?"

Ben was in a tight spot that was for sure. He was still certain that Baraggan had an ulterior motive. Seriously, how many times was he gonna have to defend himself under the pretense of sparring here? That aside, Ben was used to fighting multiple opponents but he wondered how well he would last if they all ganged up on him, let alone Baraggan himself jumping in. But he was also worried that if he tried to make a run for it, it was just going to make matters worse. Ben decided he would go along with this for now until he managed to get an opening to escape. Maybe, if he pushed these guys hard enough, they might activate their released states. That would be sure to draw Aizen's attention, or at least Starrk and Harribel's.

"Alright," He said finally. "Let's do it."

Baraggan smiled and Ben thought it made him look devious. "Good. Now, which of you should face Ben first?" He looked his Fraccion over. "Ah! Charlotte! Go!"

Ben had a good idea which one was Charlotte and he was not disappointed as the one with long lavender hair leaped over the other Fraccion towards him.

"Here, here, here!" Charlotte chanted as he clapped before twirling like a ballerina was he made his decent. "I'm here!" He struck a pose as his feet touched the ground. "Lord Baraggan's Number One Fraccion: Charlotte Chuhlhourne!" He then winked at Ben, who fought to keep a straight face. Several of the other Arrancar snickered at this.

"You'll have to excuse Charlotte," the blonde haired Arrancar said. "He can be quite…theatrical."

"Noted," Ben replied. Quickly, he activated the Ultimatrix and slammed the dial down. When the green light passed, he had transformed into Chromastone. "Let's do this."

"My," Charlotte said as he drew his sword. "I can tell this is going to be fun!"

He leaped high into the air, surprising Ben with his leg strength. Then Charlotte began spinning downward towards him, screaming at the top of his lungs as he did so.

"Beautiful Charlotte Chuhlhourne's Miracle Sweet Ultra Funky Fantastic Dramatic Romantic Sadistic Erotic Exotic Athletic Guillotine Attack!"

Chromastone was too busy being baffled by the extremely, and needlessly, long attack name that it didn't occur to him to defend himself until Charlotte was right above him, his sword raised for a downward slash. Chromastone had just enough time to block the blade with his arms, but was caught off guard when the sheer force behind the slash brought him to his knees.

"Whoa," Chromastone grunted. "You're pretty strong."

Charlotte let out a throaty giggle as he pressed his blade against the hero's arms. "Don't underestimate me just because I'm not one of the Espada, Ben Tennyson."

Chromstone grunted as he tried to push the blade away. "I'll keep that in mind!" He shouted before managing to push Charlotte away, seizing the opportunity to dash forward. He threw a punch that Charlotte blocked, the Arrancar retaliating with a slash of his sword that struck Chromastone's crystalline body to no effect. Chromastone responded to that with an uppercut but Charlotte dodged out of the way just before his opponent's fist could connect. He in turn opted for a spin kick at Chromastone's head but the hero ducked and fired a blast of light. The beam knocked Charlotte back but the Arrancar flipped back onto his feet just before touching the desert sand.

Chromastone took a fighting stance, narrowing his eye at his opponent. So this guy was pretty skilled, made sense considering he was a Fraccion of the Second Espada. Ben wondered how good the other guys were and how they ranked amongst each other, unless there was some truth to Charlotte being the Number One!

"Not bad, not bad," Baraggan said, crossing his thick arms together. "But I think this fight could be a little more interesting."

Chromastone tightened his fists, expecting the worst.

"Considering that Ben is a match for the Espada," Baraggan went on in a way one would act as if talking about the weather. "Perhaps sending only one of my Fraccion against him is an insult to his skills. Our hero deserves more of a challenge. Redder! You and Charlotte will both fight Ben at once."

Chromastone was tempted to swear. So this was his plan? Have his Fraccion gang up on him?

"Yeah!" Redder, the one with the tattoos and beak-like helmet, screamed as he began pumping himself up. "Gonna hurt ya! Gonna hurt ya! Gonna hurt ya!" When he noticed that Chromastone was just staring at the display before him. "Hey! What's wrong with you?!"

"Uh," Chromastone muttered.

"Redder, must you always be so uncouth?" Charlotte sighed dramatically before addressing Chromastone. "I apologize, Ben. Redder likes to do a "pre-battle ritual" where he and his opponent shout what they're going to do to each other before fighting. He claims it gets the fighters excited for the actual battle."

"It does work!" Redder shouted at his teammate before looking back at Chromastone. "Come on! Gonna hurt ya! Gonna hurt ya! Gonna hurt ya!"

Chromastone just continued staring at him, having a strong feeling that this guy might actually get along with Rath. And that alone was a horrifying thought.

"Come on!" an aggravated Redder demanded. "Do it!"

"Redder!" Baraggan barked at him. "Just fight."

Redder flinched at his leader's words. "Y-yes, Lord Baraggan. Forgive me."

Suddenly he used his Sonido to appear right before Chromastone, who had no time to defend himself before Redder hit him with such a powerful punch that it sent him flying backwards into the lake. He quickly broke the surface, glaring at the sudden attack.

"Ha!" Redder cheered. "See? This is what you get for not joining me! I bet if you did, you might have blocked that!"

"Not bad, Redder," Baraggan said loudly, even for Chromastone to hear despite being in the lake. "Why don't we continue to make this more interesting?"

Chromastone frowned. "Now what's he up to?" He whispered to himself.

"How about you two Release yourselves?" Baraggan implied rather than suggested.

"Oh great," Chromastone grumbled. "I probably should have seen that coming."

Redder has a large grin on his face as he turned toward Charlotte. "Sounds good to me. What do you think?"

"Well, his majesty did command it," Charlotte added. "And besides, this will allow Ben Tennyson to witness more of my great beauty."

Chromastone quickly floated out of the pool, wondering what was going to happen next.

"Sparkle!" Charlotte cried as he held his sword out in front of him. Smoke started pouring out from the blade. "Reina De Rosas!" He then winked before striking a pose as a violet light covered him.

Redder pulled out his sword and held it out horizontally with both hands. "Scap!" His body started emitting a crimson light. "Aguila!"

Power exploded from the two as they were engulfed in clouds of smoke. Chromastone struggled against the combined power threatening to launch him back into the lake. Soon the smoke started to part, revealing his opponents. Redder's appearance was very different. He now resembled a large, humanoid eagle with bright red feathers, his mask remains now merged with his head.

Charlotte on the other hand, Chromastone had to rub his eye fiercely to make sure he was not seeing things.

Charlotte had not changed much in terms of body appearance but his clothes sure had. They left a lot of skin open, his outfit resembling something akin to a ballerina. He wore a pink miniskirt with very visible underwear, with a pink heart outline just above the garment, with a smaller heart outline on top of the first. He also wore a crop-top with shoulder pads resembling wings, complete with a short, flowing cape. He had disk-like bracelets around his wrists and ankles. A horned tiara perched upon his head completed the look.

"Behold!" Charlotte said as he struck another pose. "Our true power!"

"You may have beaten Nnoitra," Redder shouted. "But do you think you can defeat two Released Arrancar at the same time?!"

Chromastone growled as he took another fighting stance in the air. "Let's find out!"

Redder chuckled. "Good, you still got fight in ya. Glad to see you're not chickening out!"

He suddenly aimed his wings toward Chromastone…and fired his feathers! The hero quickly created a barrier around himself just in time to block the barrage. The feathers collided loudly against the barrier, ricocheting off and landing everywhere. Some landed in the lake while others punched through some of the trees.

"Hey!" Chromastone shouted angrily. "Watch it!" He lowered the barrier and fired a blast at Redder who quickly sidestepped the incoming attack.

"My turn!" Charlotte announced before doing a variety of poses. "Beautiful Charlotte Chuhlhourne's Final Holy Wonderful Pretty Super Magnum Sexy Sexy Glamour Cero!" He finished this by putting his hands together into a heart shape, firing off a pink Cero far bigger than any Chromastone had seen so far.

His eye widened when he saw that thing could possible cover most if not all of the Oasis. Quickly he shot forward and stuck his arms out, focusing on absorbing the Cero. Despite the power and size of the Cero rapidly diminishing, Chromastone found himself straining. He was trying to absorb all the energy to avoid the plants being damaged but he wasn't sure if he could do it in time. Then he was struck by an idea: instead of absorbing the energy, he channeled it through his body and out his horn, sending the attack right back at his opponents, as well as Baraggan and the remainder of the Fraccion, who all scattered to avoid the attack as it blazed across the desert. Chromastone let out a big sigh of relief when he saw that he managed to save the plants in time.

. . .

"You idiot!" the saber-toothed Arrancar shouted at his teammate. "You knew he had an alien that can absorb Cero, why did you fire one at him?!"

"I didn't know he could redirect the Cero as he was absorbing it!" Charlotte called back to him in embarrassment.

"That was very clever," the blonde Arrancar said. "Charlotte's Cero has the widest range out of all the Arrancar. The fact that Tennyson was able to stop all of it is quite impressive."

"We all know how clever he is, Findorr," the largest of the Fraccion said.

"Charlotte needs to quit messing around and just fight the guy," The saber-tooth Arrancar said before addressing Baraggan. "Your majesty, please let me fight the human."

"That won't be necessary, Vega," Baraggan told him. "Charlotte and Redder will be more than enough for him, especially when they decide to fight seriously."

"A pity," Findorr said, putting a hand on the rapier at his side. "I was hoping to test my skills against the boy too but I suppose it can't be helped."

Baraggan chuckled. "I don't recall saying you all wouldn't get a chance to fight him. I just didn't say when."

The other members of Baraggan's Fraccion chuckled to themselves as they resumed watching the battle.

. . .

"Not a bad trick," Redder said as he and Charlotte stood beside each other. "But I know that's not all you can do. Show us the power that defeated Nnoitra! Show us these Ultimate Aliens we've heard about!"

Chromastone slouched in mid-air. "Should've known." He muttered.

"I already warned you not to underestimate me just because I was a Fraccion," Charlotte reminded him. "That goes the same for all of us."

Chromastone frowned. These two were decently tough and they didn't seem to care about the damage they might do to the Oasis. Why? Were they confident that Ben would preserve it? Or did they not really care about what would happen? It didn't matter. Ben realized that fighting these guys might damage the Oasis, so he couldn't risk doing that. But just as he was about to reach for the dial, he froze at the suddenly serious look on Charlotte's face.

"I wouldn't mind extending this fight just a little bit longer," the effeminate Arrancar said in a low tone with a hint of steel in it. "But I don't want to waste Lord Baraggan's patience."

Chromastone tensed up, sensing that something really bad was about to happen.

"Oh, gonna go ahead and do it, Charlotte?" Redder asked his teammate.

"That's right," Charlotte said. "Behold, Ben Tennyson! My most beautiful and most deadly attack! Rosa Blanca!"

Chromastone prepared to defend himself but was caught off guard by what was actually happening. Instead of a direct attack, something began rising up around them. They looked like thorny vines, merging together in a mass of darkness. Chromastone looked around and saw that the thorns were emerging from all over the Oasis. They seemed to rising up, branching out, and spreading towards each other. Chromastone's eye widened when he realized that the vines were merging together to form another large dome, similar to Tōsen's. When the dome closed, a large white rose bloomed from the top, its bright petals a contrast to the perpetual darkness that otherwise surrounded them. At least this one didn't rob the hero of his senses. So what did it do?

Charlotte had a calm smile on his face but there was a bit of smugness to it. "You are finished now, Ben Tennyson. My cruelest attack. You will fall here, unable to be seen, heard, or sensed within my thorns."

"That's it?" Chromastone asked in confusion. "That's all it can do? Not really much of an attack."

Charlotte gawked while Redder laughed uproariously, even clutching his sides.

"Don't underestimate Rosa Blanca, Tennyson," Baraggan said coldly. "It may not seem to be much in terms of offensive power. But it does have its uses. For example…." He snapped his fingers. One by one the rest of his Fraccion were beginning to draw their zanpakuto.

Chromastone grit his teeth. "So that's it. You had Charlotte use this Rosa Blanca thing so you could all gang up on me!"

Baraggan let out a mighty bellow of laughter at the accusations. Findor, Vega, and Parduouc were amused while Poww remained completely nonplussed. "A very clever tactic I will admit," The Second Espada said. "However, this was never about you, Tennyson."

Chromastone did a double take. "Wait, what?"

Baraggan snorted before leering at him. "Didn't I say that I wasn't expecting you, earlier? I meant it. You are…unique, I will admit. But in the end, you are a measly human with a flashy little tool. That is nothing compared to the power I wield and therefore you are not even remotely a threat to me. A nuisance due to your spreading popularity perhaps but not a threat."

Chromastone growled under his breath. Baraggan really was full of himself. He'd hate to see what would happen if Baraggan was in a room with the likes of Vilgax, Michael, and possibly Aggregor.

"Now then," Baraggan addressed his Fraccion. "Men. Get rid of this eyesore!"

Chromastone gasped when he realized that Baraggan was talking about the Oasis!

"Yessir, Lord Baraggan!" His Fraccion declared as one. They moved to attack but stopped when Chromastone fired a beam in front of them.

"I won't let you do this!" He declared, only to be pelted by more of Redder's powerful feathers. It felt to Chromastone like he was being pelted with stones as the barrage blasted him out of the air and into the water. He quickly flew out.

"Stop!" He yelled before hitting the Ultimatrix dial again, transforming into Big Chill.

"What's this?" Redder asked in amusement. "A bug to fight a bird?"

"Something like that," Big Chill responded before turning intangible and flying at them. Both were too surprised by this unexpected move that they weren't ready as Big Chill flew through them, their sides being encased in ice.

"What?!" Redder cried.

Baraggan's eye widened. But he and his Fraccion were unable to do anything as Big Chill flew above them, unleashing his ice breath. They let out cries of shock, frustration, and anger as ice began to form on their bodies.

"That oughta cool you down," Big Chill joked. "Now then," He looked at the thorns encompassing the Oasis. "I need to get rid of that Rosa Blanca thing." He began flying towards Charlotte when he felt an overwhelming pressure forcing him down. The sound of shattering caused him to look to the side, spotting the ice around Baraggan breaking into shards. And he looked furious. Big Chill tried to go intangible again but Baraggan increased the force of his spiritual pressure, pinning him to the ground. He strained to push himself up against the change in weight, only for a large hand to grab him by his head and hoist him into the air.

"A dangerous ability," Poww noted as he studied his captive. "But it seems you have to concentrate to use it." He began to squeeze Big Chill's cranium, causing the hero to cry out in pain.

But then Poww was the one to cry out in pain as blood gushed out of his chest, releasing Big Chill in the process.

"What?!" Baraggan cried out before four new figures appeared before his group. "You!"

Rubbing his now sore head, Big Chill looked up to see none other than Harribel and her Fraccion, weapons drawn. "Harribel?"

"I found it suspicious to sense two of your Fraccion releasing themselves, Baraggan," Harribel asked evenly, her eyes fixed on him. "And my suspicions were correct."

"B-but," Charlotte stammered, staring at the four females in disbelief. "How did you get through my Rose Blanca?"

"Please," Apacci sneered. "We were here the whole time. The moment we sensed you and Redder releasing, we decided to investigate. We were ready to jump in just in case Ben needed help but he was doing great." This earned her a glare from Redder himself. "But then when Charlotte went and used this creepy attack."

"We apologize for just now intervening," Sung-Sun told her newfound friend. "But you were doing so well against them that we weren't sure if you truly needed our help."

"At the moment," Big Chill said as he stood up. "I'm not complaining. Much." Sung-Sun just gave him a light smile in response.

"C-creepy?!" Charlotte shrieked. "How dare you insult my most beautiful technique?!"

Now it was Mila Rose who scoffed with a shrug, eyeing the thorns. "I've seen better."

Charlotte ground his teeth, his fists were clenched, and it looked like a vein was bulging on his face.

"We heard everything, Baraggan," Harribel said, diverting everyone's attention onto her. "You wished to destroy this Oasis under the pretense of your Fraccion sparring. Why would you do this?"

"Hmph," Baraggan crossed his arms, suddenly looking more relaxed despite being confronted by a fellow Espada. "That is none of your concern, Harribel."

"This is a foundation that was established by Lord Aizen to improve life here in Hueco Mundo and you would destroy it," Harribel raised her sword at him. "That makes it my concern."

Baraggan eyed her with contempt. "Improve life in Hueco Mundo? With these…these…handouts?!" He clenched a thick fist, raising said appendage as it shook with rage. "The law of Hueco Mundo has always been survival of the fittest. Kill or be killed. It's what has separated the strong from the weak. And now a rogue Shinigami has condoned this?!" He swept his hands across the Oasis. "Where the weak can be given power on a silver platter instead of earning it?!"

Harribel's brows furrowed. "You wished to destroy the Oasis simply because it is an insult to such a barbaric philosophy?"

Baraggan chuckled. "Barbaric. Despite our differences, you have always intrigued me, Harribel. So powerful yet so willing to defy the natural law of our lands." He raised a hand when Harribel seemed ready to speak. "Spare me. I know all about your philosophy of sacrifice. It is your Aspect of Death after all."

"Aspect of Death?" Big Chill asked.

"Later," Mila Rose replied.

"Lord Baraggan," Vega said to his lord. "What do you wish to do?"

Baraggan eyed Vega, causing said Arrancar to flinch. His face was impassive but even Big Chill could tell he was annoyed.

"Harribel's presence changes nothing," Baraggan said coldly. "We are still under the power of Charlotte's Rose Blanca. Aizen won't know a thing. Back away!" He barked at his Fraccion, causing all of them to flinch and stare at their leader in disbelief. He shot Harribel a smile that made her tighten the grip on her sword. "These four will obviously stand in our way so I shall deal with them."

Harribel's Fraccion all stared in shock at this declaration but quickly resumed their fighting stances.

"You really wish to fight, Baraggan?" Harribel asked edgily. "How do you think Lord Aizen will feel when he learns about what you have done?"

"Aizen won't know," Baraggan said firmly. "This will be treated as a simple sparring accident gone out of hand." His eye remained fixed on Harribel. "We won't kill you or your Fraccion, Harribel, but we are going to make sure you get the story straight."

"And how do you plan on doing that?" Harribel asked coolly. Baraggan raised a hand and tightened it into a fist, the message perfectly clear. This caused Big Chill to clench his own fists in disgust. Then he was struck by an idea. They had to get rid of Rosa Blanca somehow. If they could do that, everybody would know what was going on and maybe Aizen and Starrk could put a stop to this?

"Ladies, Ben," Harribel said firmly. "Keep an eye on Baraggan's Fraccion. I will hold him off alone."

Her Fraccion stared at her in disbelief. "Lady Harribel..." Apacci started to object.

"We can't take chances," Harribel told her. "Baraggan may order them to destroy these plants regardless. I won't let him destroy this chance for Hueco Mundo."

Harribel's Fraccion were upset at their leader's demands but they didn't want to let her down. "Yes, Lady Harribel," Mila Rose responded.

Big Chill looked back and forth between the two groups in concern. On one hand, if they could break the Rosa Blanca, they could foil Baraggan's plan. But on the other hand, if they could defeat Baraggan, they could probably scare his Fraccion into backing off. Harribel understandably wanted her Fraccion out of the way, but maybe…

"I'm helping you," He decided, causing all four girls to stare at him.

"Ben…" Sung-Sun said.

"Ben, no," Harribel said sternly. "I already warned you about Baraggan and I…"

"I'm not letting you face him alone," Big Chill said just as firmly. "Taking him down is one of our best options for saving this place."

"That is true," Harribel acknowledged. "But I…"

"Oh, what confidence," Baraggan chortled. "So you think that because you beat Nnoitra and Luppi that you are a match for me, boy?"

Big Chill smiled at Baraggan. "I understand if you're afraid of me, Baraggan."

All amusement left Baraggan's face as he eyed Big Chill angrily, his Fraccion looked outraged. "What did you say?"

"After all," Big Chill went on. "I did beat two Espada. I wouldn't blame you if you felt threatened by me."

Baraggan's body began to shake. "Me? Threatened? By the likes of you?!" His spiritual pressure flared, taking the shape of a red aura around his body. Big Chill struggled to deal with the pressure. "Come at me, boy! Have Harribel help you if you wish, it won't make a difference! See how truly weak and feeble you are compared to me!"

"Ben, please," Harribel tried again.

"Don't worry, Harribel," Big Chill said confidently. "Between the two of us, Baraggan doesn't stand a chance."

Harribel sighed, shaking her head. "I can see now that there is no point in arguing with you. Very well, we shall fight together."

"Ben," Mila Rose said softly.

"How interesting," Findorr said.

"Pointless," Poww said. "Harribel may be the third Espada but she doesn't stand a chance against Lord Baraggan."

"How about we start destroying this place already?" Parduouc asked.

"Don't be so hasty," Charlotte told him. "If we tried, Harribel's Fraccion would try and stop us."

"As if they could," Vega said.

"Once their leader and their human friend are defeated, they won't have any will to oppose us," Findorr said. "This Oasis will be destroyed regardless so for now let us witness his majesty's great power against those who oppose him."

Mila Rose scowled at them in disgust. "How fitting that Baraggan's Fraccion are just as arrogant as he is."

"I don't like this," Apacci said warily. "We should help! After all the training we've been doing, standing on the sidelines like this is just…"

"I know how you feel, Apacci," Sung-Sun replied in a surprisingly empathetic way. "But at the same time, I find myself wondering if maybe Ben's help will be more than enough."

Mila Rose and Apacci gaped at their teammate. "I guess I can't blame you for that," Mila Rose finally admitted as Big Chill and Harribel faced down Baraggan. "So, I guess, for now, we wait until we're certain they really do need us. And keep Baraggan's Fraccion from butting in."

"Agreed," Sung-Sun said.

Apacci clenched her fists, still upset at the fact that they weren't helping. "Come on," She said finally. "Let's give them some space."

The girls moved back to avoid the impending battle.

"Hmph," Baraggan snapped his fingers. His Fraccion pulled out cloaks that Big Chill hadn't seen them with earlier, producing what seemed to be a bunch of bones from within. The bones flew towards Baraggan, emerging together to form a large throne. Big Chill was about to make a witty retort when Baraggan jammed a hand into the throne. With a solid tug, he removed a colossal axe, shattering the throne in the process. It wasn't as big as Nnoitra's weapon but it was still very intimidating.

Big Chill went on the offensive first, flying at Baraggan and preparing to freeze him only for something unexpected to happen. His body was starting to slow down. And it wasn't because he was tired, his body was just moving slower. Baraggan backhanded him with enough force that Big Chill was amazed that his head was still attached to his shoulders as he was sprawled on the ground. Baraggan swung his axe, only for Harribel to appear in front of him, blocking the axe with notable effort.

"Ugh," Big Chill rubbed his aching cheek. "What…what was that?" he asked himself. But he had no time for an answer as yellow energy began gathering in the hollowed part of Harribel's sword. With a burst of strength, she pushed Baraggan back before charging forward to slash him. However, the same thing that happened to Big Chill was happening to her, she was suddenly slowing down upon closing with Baraggan. He was about to bring his axe down when another flash of green light drew his attention. Big Chill was gone and in his place was XLR8, who quickly ran by and pulled Harribel away from the impending danger.

"Thank you, Ben," Harribel said, keeping her eyes on Baraggan, who was looking at them with disinterest.

"How is he doing that?" XLR8 asked.

"It's his special power," Harribel said bitterly. When XLR8 tilted his head at her, she elaborated. "Baraggan possesses powers over time."

"Oh," XLR8 said. Then he slumped. "Well that's a little unfair. Wait. He can control time but he's only the Second Espada?"

"The Espada are only ranked in terms of their spiritual pressure," Baraggan reminded him, annoyance in his voice towards his rank. "Just because Starrk has more than me, doesn't mean his abilities can match mine. Nothing can. My power, the power of time, of aging, is the only thing that is absolute."

"Okay," XLR8 mumbled to himself. "I really should have thought this through. Though I can see why he's so arrogant now. And why he used to rule Hueco Mundo with a power like that."

"It can't be helped," Harribel said as she stood up. "I was hoping to find some sort of opening in his power but he might just be untouchable."

"This battle is over," Baraggan said with absolute conviction. "Though you are welcome to try any tricks you think can save you. Go ahead, Ben Tennyson. See if you have an alien in that little trinket of yours that can stand up to my power."

XLR8 scowled. This reminded him a little bit of his first adventure with Paradox.

Harribel's Fraccion watched anxiously while Baraggan's grinned with satisfaction.

Baraggan casually raised his axe with one arm and brought it down, Harribel and XLR8 just managed to avoid the blow which kicked up lots of sand in its wake. XLR8 zoomed behind Baraggan and moved in to kick his enemy, only to feel his body slow down once more.

"Did you think that my power only worked in front of me?" Baraggan asked as he grabbed XLR8 by the leg, swung him overhead, and slammed him face-first into the ground.

"Ben!" Apacci cried, preparing to jump in to help, only for Mila Rose to grab her by the collar.

"Don't be foolish," Mila Rose hissed at her. "You'll just get in the way!"

"Are you saying we're supposed to let Baraggan do this?!" Apacci demanded.

"Of course not," Mila Rose retorted. "But what do you expect to do against a power like that?"

Apacci bit her lip. Mila Rose looked back at the fight, trying her best to keep a straight face.

XLR8 groaned as he pushed himself up. So speed was out and it was safe to say that muscle wouldn't be much help either. If he did have some sort of time alien in his Ultimatrix, XLR8 was certain he hadn't unlocked it yet. Was there anything short of Alien X that was capable of dealing with this guy?

"Such a shame," Baraggan said as he strolled towards the hero's fallen form. "I was actually hoping you could provide me with some entertainment but it seems unlikely. Oh well, I shall end this fight immediately."

"Ola Azul!"

Baraggan titled his head as a projectile of yellow energy shot past him. He turned towards the source, Harribel, who was pointing her sword at him.

"Ola Azul, a special technique that belongs only to you, Harribel," He said. "You can gather spiritual energy into your sword, using it to not only enhance the power of your blade, but also fire it as a long range projectile. A versatile ability but it still pales in comparison to my own power."

Harribel did not respond, settling on glaring at her opponent.

"For what it's worth, Harribel, you have always been someone of interest to me," He continued, showing how little concern he actually had for this fight, even going as far as to hoist his axe over his shoulder. "Powerful, graceful, and quite intimidating if pushed. You would have been a great subordinate under my command."

"I refused to serve under you then and I still do," Harribel told him coldly. "Lord Aizen is the only one I serve."

"Hmph," Baraggan raised his axe again. "So be it. I shall not kill you, Harribel. But I will make sure you learn to never stand against me again."

"Fight's not over yet, Baraggan," XLR8, rising up to his feet.

Baraggan simply looked over his shoulder with disinterest. "After witnessing my power, you still wish to fight me? Your tenacity is impressive but you must realize that it's futile by now."

XLR8 lifted up his visor so that Baraggan could see his smiling face. "Now how many times have I heard that before? Okay to be fair, not many people I've fought actually used the word but I'm sure that's what they meant."

"Is this how you intend to defeat me?" Baraggan asked rhetorically. "Driving me to boredom with your ceaseless prattle?"

"Nope," XLR8 replied. "But it's a nice perk."

Apacci's body was shaking. She wanted to help out, somehow, but she was worried that Mila Rose and Sung-Sun would prevent her from doing so. But she refused to just stand by. She wanted to aid Lady Harribel, help Ben, and protect the Oasis.

Just then she got an idea. Spinning around before Mila Rose and Sung-Sun could register what was going on, she plucked one of the fruits off its tree. "Lady Harribel!" She called over to her leader, getting everyone's attention. "Catch!" She threw the fruit at Harribel, whose eyes widened when she realized what her Fraccion's plan was. She went to grab it only to be struck by the flat of Baraggan's axe as he struck a hand out and grabbed the fruit instead. Apacci froze in horror.

"Nice work, Apacci," Mila Rose growled.

Baraggan eyed the fruit with disdain. "Did you think a little boost in power would help you? Perhaps you need a demonstration of my power to understand how feeble you really are." Sure enough, the fruit began to darken, shriveling up and drooping before it was little more than a small black lump, like a deflated ball, in Baraggan's palm. He squashed the aged fruit into a glob of mush in his hands.

XLR8 winced as he witnessed this. Slowing down time was bad enough but he could see Baraggan was being serious when he talked about the power of aging. Which of his aliens could possibly stand up against Baraggan's power? The guy was practically untouchable.

"Do you see now how helpless you are?" Baraggan asked, raising his axe for another swing.

XLR8 tapped the Omnitrix again, transforming into Diamondhead and slamming his fist into the ground, creating a wall of crystal that separated him and Harribel from Baraggan. He doubted it would hold the guy long but at least it could give them a quick breather.

Baraggan looked at the wall in boredom. "What is this? Trying to 'buy yourself some time'? Such an action is like spitting in the face of God." He put his hand on the crystal and began to focus his power. Everyone expected it to crumble like the fruit, only for nothing notable to occur. Baraggan's eye widened at this. "What is this?!" He tried again but still the crystal wall was unchanged. "W-why…why is nothing happening?!"

Everyone else was stunned, staring at the wall in disbelief, Harribel turning her head towards her alien ally.

"Ben," she said, her words struggling to form as her mind was still comprehending what she was seeing. "The diamonds created from your Diamondhead form cannot age. That means…you are immune to Baraggan's power."

"Huh," Diamondhead looked at his hands in wonder before a cocky grin split his face. "Looks like we've got an edge!"

"One of his aliens can resist Lord Baraggan's power over aging," Findorr muttered.

"N-no way," Vega stammered.

"Nothing can stand against his majesty's power," Redder said in disbelief.

"Nooooooo!" Baraggan roared in anger and denial. "Impossible! Impossible! There is nothing in all of existence that can withstand my power! Aging is absolute!"

Diamondhead chuckled, filled with newfound confidence. "Well, it looks like diamonds are forever!"

Baraggan glared at the wall, imagining the look on the hero's face at this revelation. "You little ant! I will show you!"

"No, you won't!" Diamondhead slammed his hands back onto the ground. A crystal pillar rose up from underneath Baraggan. The move distracted him long enough for Diamondhead to lower the crystal wall and tackle him. Although he could feel himself slowing down, the proximity between him and Baraggan, combined with the Espada's disbelief over something being immune to his powers left him too stunned to realize the danger. Baraggan's eye bulged when he finally realized the current situation. His teeth ground together, his fist clenched the hilt of his axe so tightly that it began to tremble, and his entire face looked like he was ready to explode.

"You…you…abomination!" Baraggan roared. "You cannot exist! You cannot exist!" He swung his axe at Diamondhead, who, thanks to Baraggan's power, was unable to do anything except let the attack hit him. Although his crystalline body blocked the blow, the sheer force once again brought him to his knees. Baraggan's spiritual pressure flared wildly, forcing the others to their knees as well. Diamondhead noticed this out of the corner of his eye, though he also noticed Harribel slowly making her way over to the other two combatants. Diamondhead wondered if she was able to use her own spiritual pressure to counter Baraggan's, though his power to slow time was probably affecting her as well. This deduction gave Diamondhead an idea.

"Man, sucks to be you," he taunted the Second Espada. "You were so full of yourself and here I come along and it turns out your powers doesn't work on me. That's just sad."

Baraggan's face contained nothing but pure rage at the crystalline being before him. "Hold your tongue you insignificant trash! You used some sort of trick! Claiming that your crystals cannot age is arrogance to the finest degree! I applaud you for your showmanship, for a moment I honestly believed that you could somehow resist my power."

Diamondhead simply smirked. "Wow, lying to yourself just so you can feel better? You've probably reached an all-time low, Baraggan. What's the matter? Can't really fight without your fancy time powers helping you?"

Baraggan snarled as he increased both his spiritual pressure and the pressure on his axe. Diamondhead cringed from both assaults, though another sound worried him. He looked at the pillar Baraggan was partially imprisoned in and noticed small, thin cracks begin to form. Baraggan's sheer spiritual pressure was affecting the crystals. Baraggan noticed Diamondhead's looked and followed his line of sight. What he saw caused his fierce visage to drop back into calm arrogance. "So, your diamonds are not unbreakable. Good." He raised his axe. "You're too dangerous to let live, Ben Tennyson! Aizen was a fool to ever let you into our ranks. So I shall rectify that mistake." But just as he prepared to swing his axe, he suddenly cried out in pain. He had been so distracted by Diamondhead that he failed to realize Harribel had been getting closer and closer. But, aware that Baraggan's time powers would hinder her regardless of her opening, she decided to simply hold her blade out in front of her as she made her way towards him. Fortunately, Diamondhead's taunting, combined with Baraggan's desperate refusal to believe anything could halt his power, the former lord of Hueco Mundo never realized she was there until her blade impaled him through his shoulder. Howling in pain, Baraggan dropped his axe, turning his head to see who had attacked him.

"H-Harribel!" he thundered.

Harribel glared at him with narrow eyes.

"Lady Harribel!" Apacci cried happily.

"She did it!" Mila Rose exclaimed.

Diamondhead quickly took advantage of Harribel's attack to back away from Baraggan before giving a thumbs-up to the third Espada. "Great job, Harribel!"

"It was thanks to you that I was even able to attack," Harribel complimented him before glaring at Baraggan. "That was for threatening me, my Fraccion," She looked over at Diamondhead and her expression softened. "And my friend." Diamondhead smiled in response.

"Lord Baraggan!" His Fraccion cried out, unable to believe that their leader was capable of being injured.

"Yeah!" Apacci punched the air. "You did it! You hurt him!"

"I never thought I would see this day," Sung-sun whispered to herself.

Mila Rose grinned as she put a hand on her hip. "That Ben. No matter what happens, he always finds a way to surprise us."

"I…impossible," Baraggan said, staring at Harribel. "You…hurt…me. Y…you can't…"

"We have," Harribel said firmly before looking over at Baraggan's Fraccion, all of them flinched at the intense look she was giving them. "This fight is over. Leave now and I will not inform Lord Aizen of your treacherous actions."

Diamondhead gave them another cocky grin and made a show of cracking his knuckles. "Unless you guys want to go a few rounds with me?"

Baraggan's Fraccion looked conflicted. No doubt it was because they wanted to avenge the slight against their master, but at the same time, knew exactly who they were up against.

"Damn you," Vega growled.

"W…what…do you think you're doing?" Baraggan asked, glaring over at his Fraccion. "You would surrender to them? Like cowards?"

"Lord Baraggan," Findorr started to say.

"Stop them and destroy this Oasis!" Baraggan shouted at them. He turned his head towards Harribel. "You think you have won because you managed to hurt me, Harribel? How presumptuous of you." He started reaching for her, only for Harribel to twist the blade in his shoulder, causing him to grunt in pain.

"Lord Baraggan!" His Fraccion cried out.

"Come on!" Vega shouted at his teammates. "If we all gang up on Harribel, we can take…" He was unable to finish his sentence before Mila Rose appeared beside him with Sonido, just barely missing him when she brought her sword down.

"If you want to get to Lady Harribel," She said with a feral grin on her face.

"You'll have to get through us first," Apacci said as she unclipped her chakrams and threw them. Baraggan's Fraccion split in different directions to avoid the incoming projectiles.

Redder sneered at them. "You think you can take us on!?" he raised his wings but before he could fire his feathers, he found himself under attack from a flurry of shards, courtesy of Diamondhead.

"How does it feel when your plan gets turned on you?" Diamondhead chuckled.

"Redder, Charlotte!" Findorr called. "Focus on Tennyson! We'll deal with Harribel's Fraccion."

"Hmph," Sung-Sun said as she casually pulled out her sai. "My. How confident you are. How about we show you the results of our training?"

Vega laughed. "You think a little bit of training will make you a match for us?"

"Why don't you find out?" Mila Rose challenged, raising her sword.

"Right!" Charlotte replied to Findorr. "Alrighty, Ben! Get ready! Beautiful Charlotte's Ultra Sexy…"

But Diamondhead slammed his hands onto the ground, a large crystal bursting out toward Charlotte, who gawked when he saw the crystal explode into a fleche storm of shards. Charlotte hissed as the shards struck him. He angrily glared down at Diamondhead. "How dare you attack me while I was in the middle of calling out my attack?!"

"Do you have any idea how long your attack names are?" Diamondhead responded before firing another barrage of shards. This time Charlotte dodged out of the way before using Sonido to appear right beside his opponent, throwing out a kick, which Diamondhead blocked. He was about to attack when he saw Redder above him, preparing an attack of his own. Quickly, Diamondhead grabbed Charlotte by his outstretched leg and before the flamboyant Arrancar could do anything, Diamondhead tossed him straight at Redder. The avian Arrancar was so stunned by this unexpected move that he did nothing to prevent Charlotte from colliding with him in midair, causing both to fall to the ground.

Diamondhead chuckled for a moment before frowning. "Man, I thought these guys would back down once we get the better of Baraggan but it looks like they're just too loyal. I guess I better stick to knocking Charlotte out and see if that gets rid of these thorns. Where are the girls?"

He looked up and noticed that Apacci, Mila Rose, and Sung-Sun had been surrounded by Vega, Findorr, Parduouc, and Poww. He prepared to jump in until he was suddenly tackled by Redder.

"Don't take your eyes off of me, Tennyson!" Redder yelled.

…

Mila Rose, Apacci, and Sung-Sun eyed their opponents warily. Poww remained as stoic as ever, Vega and Parduouc were both smug, while Findorr had a less arrogant but still confident smile on his face.

"So," Poww said nonchalantly. "How shall we deal with these three?"

"There's four of us and only three of them," Findorr stated. "Should perhaps one of us sit this out?"

"You can if you want, Findorr," Parduouc told him. "But I'm not passing up a chance to fight some hot ladies."

"You three probably should have stuck with Tennyson," Vega said to the girls. "You might have stood a chance but now there's no hope for you."

"We've heard that you've been training with Tennyson but nothing about whether or not you've actually beaten him," Poww added. "If you can't even defeat him, what makes you think you stand a chance against us?"

During this banter, all three girls regarded their enemies with disinterest. At first the males chalked it up to weak bravado in the face of danger but when the girls continued looking at them nonchalantly, it started to unnerve and irritate them.

"What's with those looks?!" Vega demanded. "You really think you're better than us?!"

"If you're going to insult us," Mila Rose said coolly. "At least make sure you get your facts straight."

"Sure we haven't had the best of luck with Ben," Apacci admitted. "But those were just spars, so of course we all hold back, Ben included."

"However," Sung-Sun added, lowering her head. "This is an actual fight. Plus you, and your master, are nothing more than scum."

All three girls glared. "So there's no reason for us to go easy on you!"

Suddenly all three shot off in a blur. Before anyone could register what had happened, Findorr was disarmed by Sung-Sun's sai, slashed cross the chest by Mila Rose's sword and hamstrung courtesy of Apacci's chakrams. His comrades all stared in shock at this sudden attack.

"Since you like sealing so much of your power with your mask, Findorr," Sung-sun said. "That makes you the weakest one here right now."

Findorr grit his teeth in pain as he fell on his back. Apacci shot towards him before flipping up into the air. Findorr only had enough time to open his mouth in shock before Apacci divebombed him with her fist, the blow strong enough to cause him to cough up blood before falling into unconsciousness.

"Findorr!" Vega shouted before Apacci's chakrams flew towards him. He ducked under them only to barely dodge Sung-Sun stabbing his face, and lunging forward when Mila Rose tried to slash him from behind. Poww moved to attack them, swinging a massive fist. All three girls dodged before launching themselves at him simultaneously. Poww blocked Mila Rose's sword, though he winced as he felt her cut his arm, swung his other hand at an incoming Sung-Sun, but his eyes widened as he felt Apacci's chakrams slice into his back. The pain left him open for Sung-Sun to strike him across the face, stunning him long enough for Mila Rose to slash his leg, causing him to stumble. Gritting his teeth, Poww tried to push himself back up, only for all three girls to strike him simultaneously. More blood burst from his newest wounds as he toppled over onto the ground.

"Unbelievable," Vega muttered. "Instead of fighting one on one, all three are attacking one of us at a time?!"

"I believe, as Findorr would say, Exacta!" Mila Rose said with a grin.

"What?" Vega tried taunting them. "Are you three so weak that you all need to gang up on one target?"

"I thought you said you were the strongest Numeros in all of Hueco Mundo?" Sung-Sun pointed out. "Surely three weak girls wouldn't be too much trouble for a single member of the Fraccion belonging to the mighty Baraggan?"

"You bitch!" Vega shouted.

"Vega, no!" Parduouc tried to warn his comrade as he charged at the three. But he was so blinded by his anger that the three were able to slash him simultaneously just as they had with Poww. "Vega!"

"Damn…you…" Vega cursed before Sung-Sun struck him in the back of his neck with the flat side of her sai. He collapsed as well.

Parduouc's jaw hung open as he tried to register what was happening before his eyes. His teammates, the proud followers of Lord Baraggan, had been taken out in no time at all.

"Man," Apacci said, putting a hand on her hip. "That was…kinda disappointing. Were they really that weak? Or did we get that much stronger?"

"While we have improved," Sung-Sun said. "They did outnumber us and we don't know how costly this fight would have been if we all released ourselves. We took them down so easily because those fools weren't expecting us to rush them one at a time. That, combined with their arrogance, allowed us to take them down quickly."

"Tch," Apacci looked over at Parduouc. "Down to one, huh? Wonder if he's got any fight in him."

Parduouc was understandably nervous after witnessing the defeat of his teammates, but the girls' conversation had given him confidence. "So the only reason you three won was because you took them by surprise?" He chuckled as he reached for his Zanpakuto. "That means, since you won't be able to take me by surprise, you don't stand a chance."

All three girls looked at him with their eyes half-closed. "Is he serious?" Apacci asked.

"He's trying to make himself feel better," Mila Rose said with a shrug. "You two can go help Ben if you want, I'll handle this guy."

Parduouc gripped his Zanpakuto tightly. "I'll teach you three to look down on us!"

All three girls shifted into defensive stances but Parduouc never managed to attack them because at that moment, something crashed into him, kicking up sand everywhere. The girls were only able to stare in confusion at what had just occurred before the figure that struck Parduouc picked itself up.

"Ugh," Diamondhead rubbed his cranium before gazing up. Charlotte and Redder hovered over him, both grinning down maliciously at the alien hero.

"Ben!" Apacci called, running to his side. "Are you alright?"

"I'm fine," Diamondhead said as he got back to his feet.

"Are you seriously having trouble with these guys, Ben?" Mila Rose asked, eyeing the last two of Baraggan's Fraccion.

"These guys have been sticking to keeping their distance or using hit and run tactics," Diamondhead explained.

"Redder specializes in long ranged aerial combat so it's no surprise," Sung-Sun said as she stared up at the two.

Charlotte was about to comment when he saw the defeated forms of his teammates lying on the ground. "What?! You…you guys lost?!"

"What gives?!" Redder shouted down at them.

"Huh?" Diamondhead looked around. "Whoa. You took these guys out fast!"

"Nice to see that our training has been put to good use," Mila Rose said to him.

Just then they heard a groaning off to the side. Turning, the four saw that Parduouc was starting to pick himself up.

"Excuse me," Apacci said before walking over to Parduouc. She raised her foot and slammed her heel into the back of his neck, fully sending him into the realm of unconsciousness.

"…Good job," was all Diamondhead could say, earning a grin from Apacci. Diamondhead then shifted his attention back to his airborne adversaries. "Guess all we need to do now is deal with these two."

"Want some help?" Mila Rose offered.

"Nah, I got this," Diamondhead reassured her.

The last standing members of Baraggan's Fraccion scowled at Diamondhead. "I don't know how you did it but now it falls to us to avenge Lord Baraggan's honor!" Redder declared.

"This has gone on quite long enough," Charlotte said as he struck a pose, flexing his muscles. "As a princess, I declare you all must fall!"

"Well, sorry to disappoint you, "princess"," Diamondhead said as he brought his hands together. "But it's time you were overthrown!"

Harribel's Fraccion watched in fascination as Diamondhead created what appeared to be a large, chained, crystalline hook.

"Step back," Diamondhead advised the girls. They quickly retreated backwards as Diamondhead spun the giant hook over his head before sending it flying at Redder. The hook struck Redder in the side, sending him barreling into Charlotte who he grabbed in a blind panic, the force sending them both towards the lake of the Oasis. Grinning, Diamondhead yanked on the hook's chain, pulling both Arrancar straight towards him. As their momentum carried the two towards him, Diamondhead raised another wall of crystal out of the ground. Both Arrancar only had enough time to widen their eyes before they collided with the wall with a resounding thud.

Apacci threw back her head with laughter, Mila Rose chuckled softly, and Sung-Sun giggled behind her hand at the display. Diamondhead lowered the wall as Redder and Charlotte slumped to the ground, dazed but still remotely conscious. The two froze when they saw Diamondhead's feet before them. Slowly, they looked up, seeing Diamondhead grin down at them. Sweat ran down their foreheads. Diamondhead grabbed Charlotte by his shirt and Redder by his feathers, hoisted both off the ground, and proceeded to slam their heads together.

"Finally," Diamondhead muttered as his opponents slumped unconscious in his grasp. He dropped them both unceremoniously before tapping the Ultimatrix dial, transforming back into his human self.

"Nice one, Ben," Mila Rose said. "We all knew you could make walls but I didn't know you could make other stuff out of crystal like that."

"Yeah, Diamondhead's pretty versatile," Ben said.

"Well done," Harribel said, still standing in the same spot she had been; her blade still piercing Baraggan's flesh. She looked to the side, noticing that the black thorns were starting to disappear.

Baraggan himself on the other hand, was staring at the fallen forms of his underlings. "It…can't be. My Fraccion…my warriors…defeated by the likes of them?!"

"The arrogance of you and yours have has become your downfall, Baraggan," Harribel said coolly. She pulled her blade out, Baraggan hissing as he felt it leave his body. He reached over his shoulder to feel the wound but Harribel paid him no mind as she walked over to Ben and her girls.

"Glad that's over," Ben said, putting his hands in his pockets before pausing. He walked over to the plants and started inspecting them. After a moment he let out a sigh of relief. "Okay, so far I don't see any damage."

"That's good," Apacci said as she reattached her chakrams to her wrists.

"I don't understand why Baraggan thought this would work," Mila Rose commented as she sheathed her sword. "Even if he destroyed all these fruits, Lord Aizen could've just had Szayel and Ben make new ones. Was he planning to constantly destroy them and hope Lord Aizen would just give up?"

"It's possible that he didn't think that far ahead," Sung-Sun pointed out, her sai disappearing into her sleeve. "Maybe he was just so focused on getting rid of these fruits that it didn't occur to him."

"Heh," Apacci scoffed. "Pretty stupid if you ask me."

"Well, bottom line is that everything worked out," Ben said. "Thanks for all your help." Then he remembered what Harribel said earlier and grinned at her. "So, now you see me as a friend huh?"

At first, Harribel said nothing, merely crossing her arms and gazing at him. Ben wondered if he maybe he had pushed his luck too far. "You have treated my subordinates and myself with courtesy, respect, and kindness. You were uncomfortable about our existence but did not judge us, and you have put your own life on the life for our sakes. So yes…I see you as a friend." Then, in a surprising moment of playfulness, she added. "If that is alright with you."

Ben simply grinned while her Fraccion gaped at their leader. They had seen many sides of their leader but nothing remotely close to playfulness. They turned their heads in wonder at Ben, who was still grinning at Harribel, amazed at bringing out a new side to their leader.

"One thing I don't get though," Ben said as a thought occurred to him. "Is why Baraggan wanted to destroy the fruits instead of hogging them all to himself. I honestly thought he was going to try and use them to overthrow Aizen. Does he really believe in survival of the fittest that much?"

Harribel looked over her shoulder at Baraggan, who was still wrapped up to his waist in crystal, clutching his bleeding wound and staring at his fallen followers.

"While I don't doubt that he believes in that philosophy," Harribel spoke up. "I believe he had another reason for wishing these plants destroyed." When the others looked at her expectantly, she continued. "I believe he feared the fruits could be used against him."

Ben and the girls blinked at this revelation. "Okay, that, actually makes a lot more sense," Ben admitted.

"It's possible that he did consider using the fruits against Lord Aizen," Harribel added. "But as I said, he possibly feared that we, perhaps even Lord Aizen himself, would use the fruits to counter him."

"So Baraggan probably figured that if he couldn't have them all to himself, nobody could," Ben realized.

"That's my theory, anyway," Harribel admitted.

"I don't think we need to worry about Baraggan," Apacci said before slapping Ben's back playfully, the hero stumbling. "If that old fart acts up again, Ben can just go Diamondhead on him."

"Let's not get cocky, Apacci," Ben cautioned her. This got her attention, if Ben was being cautious, this had to be serious. "Baraggan's time powers seem to be his ace in the hole, but I'm pretty sure he's got plenty of other powers to fall back on and I don't know if Diamondhead alone will be enough."

"I agree, Ben," Harribel said, respecting Ben's strategic thinking. She then addressed her Fraccion. "Also, girls. I'm proud of all three of you. Today you have shown not only the capabilities of your teamwork but also the effect that sparring with Ben has had on you. You did excellent today."

"I'll say," Ben said. "I only saw parts of the fight since I was focused on Redder and Charlotte but from what I saw, you three were awesome. They never even saw you coming."

Apacci sported a cocky grin, Mila Rose a proud smile, and Sung-Sun covered her mouth with her sleeve again. Ben laughed heartily while Harribel remained silent, though there was visible pride in her eyes.

"Im…possible,"

The five turned towards Baraggan, his entire body shaking. "Impossible," He growled.

"Oh, man," Ben grumbled. "This isn't good."

"What was your first clue?" Apacci snarked.

"IMPOSSIBLE!" Baraggan roared. His spiritual power flared immensely, shattering his crystal entrapment. He faced Ben and the girls, his face more livid than they had seen yet.

"YOU WORTHLESS ANTS!" Baraggan howled at them. "YOU DARE TRY TO MAKE A FOOL OUT OF ME!"

Harribel narrowed her eyes. She had never seen Baraggan this enraged before and it didn't bode well for them.

"I WILL TEACH ALL OF YOU YOUR PLACE!" Baraggan vowed as he made his way towards them.

Harribel held her blade out protectively. "Don't be foolish, Baraggan. Your Spiritual Pressure will be sensed by everyone at this rate. Do you really wish to invoke Lord Aizen's judgment upon you?"

Baraggan said nothing, merely gnashing his teeth as he glared at Harribel.

"He's too angry to listen to reason," Mila Rose noted.

"We wounded his pride," Sung-Sun replied. "And now he wants revenge."

"Okay, Ben," Apacci said. "You should probably go Diamondhead now."

"Y-yeah, I think you're right," Ben said as he started reaching for the Ultimatrix.

Harribel looked towards her Fraccion. "Girls, get to safety! You know what…"

Just as Ben was about to activate the Ultimatrix, Baraggan launched himself towards them. "Harribel, watch out!"

Baraggan was directly in front of them now, having reached them with Sonido. Harribel's eyes widened as Baraggan shot his fist outward. Assuming that Baraggan had targeted her first, Harribel raised her blade to block him, only for Baraggan's arm to pass her in favor of the target beside her.

Ben only had enough time to raise his arms in a block when he felt Baraggan's fist connect. He cried out as pain exploded in his arms and sickening cracks exploded in his ears. The force knocked him off his feet, blasting him into the sand.

"STARTING WITH YOU!" Baraggan declared.

Ben clenched his teeth in pain as he weakly attempted to sit up. He tried using the Ultimatrix only to shut his eyes tight from how much pain his arms were in. He had a strong feeling that they were both broken.

"Ben!" Apacci, Mila Rose, and Sung-Sun yelled in concern.

Harribel rounded on Baraggan, her eyes shining with ferocity. "You!" She swung her blade at Baraggan, only to chide herself as she felt her body slowing down. Baraggan grabbed her by the arm.

"I'll deal with you in a moment," He told her coldly before shoving her back and to the ground. Harribel winced as the force almost dislocated her arm. She looked up to see Baraggan slowly approaching Ben. Apacci, Mila Rose, and Sung-Sun quickly pulled out their weapons and stood before their enemy.

"Get away from him!" Apacci threatened.

Baraggan glared at her with contempt. "Do you wish to die first?" he asked.

Mila Rose raised her sword. "We won't let you hurt Ben or Lady Harribel!" She declared.

"Hmph," Baraggan snorted. "Worthless ants, all of you! You shall pay for your defiance as you watch me remind this pathetic human how insignificant he is!"

Despite knowing the odds were against them, all three girls lunged at Baraggan.

"Pointless," Baraggan muttered as the girls began moving towards him at a slower pace. He backhanded all three in one blow, blasting them backwards.

"D-damn you," Apacci cursed, rubbing her jaw.

Baraggan ignored her as he stood directly above Ben. Breathing deeply, Ben looked up at the Second Espada with all the courage he could despite his pain.

"In the end, this is all you amounted to," Baraggan said as he reached out.

"Ben," Harribel whispered in fear.

"No!" Mila Rose shouted.

"Leave him alone!" Sung-Sun screamed.

Suddenly a new pressure came upon them, one even greater than what Baraggan was emitting. In fact, the Espada himself seem frozen in place by the sheer force of the pressure.

"Baraggan"

Said Arrancar turned as he was addressed, his eye widening at the voice. Standing behind him was none other than Starrk himself, and he was given one of the deepest scowls that had ever been shown on the normally apathetic Espada's face.

"Get away from Ben," Starrk told him. "Now."

The other Arrancar stared at him in shock. Starrk never gave orders. Sure he might snap at Lilynette for something but he never made a command like this. To Apacci, Mila Rose, and Sung-Sun, he seemed even more intense than when he had confronted Nnoitra during the Fifth Espada's first fight with Ben.

Baraggan quickly overcame his shock. "You dare order me, Starrk?"

"Well I happen to outrank you so yeah, I dare," Starrk said testily and yet again, the others were taken aback by his sudden attitude. Not keeping his eyes off of Baraggan, he addressed the other present Espada. "Harribel, are you okay?"

"I'm fine," Harribel said, quickly rising to her feet. "Out of all of us, Ben is the most wounded. I think both of his arms are broken, possibly shattered. If he hadn't blocked at the last second…" Harribel stopped though the implications were there all the same.

"I see," Starrk said coldly, his eyes narrowing. "Harribel, I know I don't have any right to ask this but could you please take Ben to safety?"

"Wait!" Apacci shouted, running over to Ben. "Swampfire can regenerate, right? We can just have Ben turn into him and everything will be alright." She grabbed the Ultimatrix and ran her hands along the centerpiece, trying to get it to activate. She quickly became frustrated over her lack of progress. "Gah! How do you work this thing?" She yanked on the Ultimatrix, thereby yanking Ben's arm.

"Ah!" He cried out from the burst of pain. "Apacci!"

She flinched. "Sorry, Ben!" She let go of the Ultimatrix, which caused Ben's arm to fall to the ground, causing him to cry out again. "Ah! Sorry!"

"Apacci, you idiot!" Mila Rose shouted testily. "Are you trying to kill him?"

"I was just trying to help!" Apacci snapped. "Which is more than I can say for you!"

"What was that?!" Mila Rose growled.

"Girls!" Harribel said firmly. "Get Ben to safety first. I'll stay here with Starrk and…"

"It's okay, Harribel," Starrk said, causing the Third Espada to falter. "Go with Ben and your Fraccion. I'll deal with Baraggan."

For the third time, the other Arrancar were stunned, though Baraggan quickly regained himself.

"You'll deal with me? What is this, Starrk?" He questioned. "This uncharacteristic behavior of yours; is it really all for the sake of a mere charge?"

"I'll only say this once, Baraggan," Starrk said, not rising to the other's taunts. "Back off."

It seemed that the reminder of wounding Ben helped bolster his confidence because all Baraggan did was smirk at Starrk, flaring his own spiritual pressure to counter the Primera Espada's. "No."

Harribel looked back and forth between them uneasily. She feared that if the two most powerful Espada were to come to blows in the confines of Las Noches, nothing would be left standing. She felt that she needed to intervene, perhaps even aid Starrk however she could when…

"That would be unwise of you, Baraggan."

Both Starrk and Baraggan's Spiritual Pressure stopped immediately as they, Harribel, her Fraccion, and Ben turned to see Aizen standing before them. Gone was the smile that usually donned his face. His mouth was a thin line as he studied the surrounding area, namely Baraggan's unconscious Fraccion and a wounded Ben, before his eyes settled on Baraggan.

"Would you care to tell me what happened here?"

Baraggan said nothing, merely looking at the Soul Reaper who had dethroned him.

"Am I to assume that this was simply a sparring match gone awry?" Aizen asked, though his tone indicated his skepticism. He shot a glance at Ben. "Or perhaps you decided to do what Nnoitra, Grimmjow, and Luppi have done before you, Baraggan."

"This had nothing to do with the boy," Baraggan said evenly. "He just got in the way."

"You liar!" Apacci shrieked.

"Lord Aizen," Harribel said. "Baraggan, he…"

"Perhaps Ben got in the way, initially," Aizen said, cutting Harribel off, as he looked over at the trees. His eyes landed on a particular spot where the squashed remains of the fruit Baraggan had aged still laid. Baraggan scowled when he noticed what Aizen was looking at. "But then you were tired of him getting in the way and decided to take your anger out on him instead."

Baraggan didn't even try to defend himself. He simply kept his mouth shut; glaring at Aizen with all his might, as if hoping he could strike the Soul Reaper down with emotion alone.

"Hmm," Aizen muttered to himself as he looked down at Baraggan's Fraccion before looking over at Harribel's. Then he smiled. "Well, it seems your Fraccion's training has done wonders, Harribel. Yours have defeated Baraggan's. I'm impressed."

Baraggan growled under his breath, his fists clenched tightly. His free arm shifted over to his wound and Aizen noticed this as well. A miniscule moment of surprise crossed his face. "Baraggan? You're wounded?" Starrk's eyes widened and Baraggan's body shook at both the reminder and the fact that it had been revealed to more people. Both Starrk and Aizen looked at Harribel.

"It was me," She admitted before walking over towards Ben. "Though I could not have done it without Ben's help."

"Really now?" Aizen asked, following Harribel as he asked.

"That's right, Lord Aizen," Apacci contributed. "Turns out Ben's form Diamondhead can't be affected by Baraggan's aging powers."

That actually caused Aizen to falter in his steps. "He can't be affected at all?" He looked back over his shoulder towards the fighting grounds and noticing the shards littering parts of the ground.

"No, sir," Mila Rose added. "We all saw it. Ben was able to trap Baraggan in crystal, and then distracted him long enough to allow Lady Harribel to wound him."

Aizen resumed his pace, kneeling down beside Ben. "Well now. Your aliens continue to surprise me, Ben." He ran a critical eye along Ben's arms and frowned, as if he was able to figure out the damage just by looking. "Did you know that Diamondhead could do that?"

"Can't say I did," Ben replied, trying to sit up as best he could, wincing whenever his arms moved even the slightest. "Never fought anyone who could age things."

"How interesting," Aizen said. "But for now, Ben requires medical attention immediately."

"We were trying to help him turn into Swampfire," Apacci explained. "But we don't know how to work the Ultimatrix."

"I see," Aizen said, looking at the Ultimatrix. "Perhaps…" He placed a hand on the Ultimatrix dial, exactly the same way Ben did, and lightly turned it. The dial popped open, displaying the holographic image of Humongousaur.

"How did you do that, Lord Aizen?" Sung-Sun inquired.

"After seeing Ben use it, I thought imitating his hand motions would provide the same result." Aizen explained. "Fortunately I was right. Now, let me see. Where's Swampfire?" Aizen started turning the dial, browsing through Echo Echo, Water Hazard, Goop, and Cannonbolt. Ben couldn't help but feel uneasy. Just by watching him a few times, Aizen was able to activate the Ultimatrix with ease. He already knew the guy was smart but he was starting to realize how much he might have underestimated the rogue Shinigami.

"Ah, here we go," Aizen said as he finally reached Swampfire's image. "Now I believe I just need to…" He pushed the dial down, unflinching as green light filled his vision.

"Thanks," Swampfire said after the light passed. He looked down and grimaced at what he saw. His arms had become shriveled and twisted. "Oh, man." He tried to move his arms, only to grit his teeth when the pain started taking effect.

"W-what happened to your arms?" Apacci gaped. "Swampfire can regenerate so why aren't your arms healed?"

"It would appear that any damage Ben receives in his human form is carried over to his aliens," Aizen said as he studied Swampfire's arms. "Perhaps the reason why Swampfire did not regenerate is because of the difference in biology."

"Difference in biology?" Swampfire asked.

"That's right. I'm going to assume that Swampfire does not have bones like your human form, and therefore cannot recognize pain from damage unfamiliar to his own body, so he cannot not heal from it on his own. Or, maybe, you can only regenerate when wounded as Swampfire."

Swampfire groaned, slumping back onto the ground. "So much for that idea."

"It's not hopeless, Ben," Aizen reassured him. "For I have a suggestion but I won't deny it is risky."

Swampfire became nervous. "Uh, what would that be?"

"If Swampfire is unable to heal your arms," Aizen said. "Perhaps it would be easier if we simply cut them off and allow you to regenerate new ones."

Swampfire flinched while everyone else stared at Aizen. Well, everyone that Ben considered a friend here. Baraggan's eye was focused on Aizen's back. Starrk glanced at the other Espada, as if making sure he didn't try anything when everyone else was distracted.

"Um…is that a good idea, Lord Aizen?"

"I don't see why not," Aizen answered. "Though, if you are uncomfortable, we can simply take Ben to the infirmary if you wish. I'm leaving the choice to you though, Ben."

Swampfire looked down at his arms. Aizen was giving him a choice but if this way got his arms to heal faster…

"Alright," He relented. "Let's try it."

"Very well," Aizen said as he drew his sword. In one quick stroke, he severed Swampfire's shriveled arms. The hero grit his teeth but after that brief moment, the pain was gone from his body as new arms started immediately growing from his stumps. Once they had fully formed, Swampfire flexed his fingers.

"How do you feel?" Harribel asked.

"I feel fine," Swampfire said, letting out a breath of relief. "Good as new."

"Technically speaking, they are new," Sung-Sun pointed out.

Swampfire made a face at her before chuckling. "Good one." He pushed himself off the ground. "Now for the moment of truth." He touched the Ultimatrix dial on his chest, transforming back to his normal self. Ben grinned. "I feel great!" He stretched his arms out. "So glad that worked."

Harribel's Fraccion let out their own breaths of relief while Harribel and Starrk relaxed their posture. Baraggan growled again at seeing Ben recover so easily.

Aizen heard him however and turned back around, fixing the Second Espada with a most displeased look. Baraggan tried holding his ground, glaring back at Aizen."Ben, Starrk, Harribel," The Soul Reaper said. "Please leave now. Baraggan and I have much to talk about."

"There is nothing for us to discuss," Baraggan huffed, making his way towards his Fraccion, ignoring the pain in his shoulder. "We'll be going."

"You may grant your Fraccion medical attention," Aizen said. "But we are going to talk."

Baraggan paused and Ben couldn't help feeling a slight shiver down his back at Aizen's tone.

Aizen then turned towards their group and gave them a warm smile. "Please, don't hold yourselves up. I'll be with you shortly."

"Of course, Lord Aizen," Harribel said, immediately collecting herself. "Ladies, come."

"Of course, Lady Harribel," Sung-Sun said, following after her leader with Apacci and Mila Rose right behind her.

"Understood," Starrk added. He then took one more glance over at Baraggan before facing Ben. "Come on."

"Right," Ben said, quickly following after Starrk.

. . .

"What?! What are you, some kind of trouble magnet or something?"

Lilynette was currently screaming Ben's head off after the group returned; Harribel's group deciding to stick with them for the time being. Starrk had Lilynette stay behind when he went to go and investigate the rise in Baraggan's spiritual pressure. Obviously, she had plenty to say once she was told what had happened.

"Sometimes I wonder," Ben muttered, sticking a finger in his ear. "Ow!" Lilynette had kicked him in the leg. "What was that for?!"

"For being so stupid!" Lilynette barked at him. "Starrk told you not to fight Baraggan and look what happened!"

"I didn't fight him at first," Ben reminded her.

"Oh right, the whole "You'll spar with my Fraccion" excuse," Lilynette scoffed. "And you fell for that?"

"No!" Ben snapped. "I had a feeling something was up so I decided to see how things played out."

"Well look at how well that turned out!" Lilynette yelled. "If Starrk hadn't been around to save your butt…if Swampfire didn't work…"

"Lilynette!" Starrk shouted at her, bringing his other half to a halt.

"S-Starrk?" She stared at him.

Starrk sighed as he sat down on his pillows. "Look, what's done is done and everything worked out. Let's be grateful for that, okay?"

"I agree," Harribel said, herself resting against the wall.

"Still," Lilynette groaned as she rubbed her head before shooting Ben a smile. "I'm glad you're okay, Ben."

Ben laughed as he sat upon his bed.

"We should all be thanking Starrk of course," Harribel reminded him. "I don't want to think of what Baraggan would have done if he hadn't arrived."

"Neither would I to be honest," Starrk said under his breath.

"That was pretty intense though," Mila Rose said to the Primera Espada. "No offense to you, Starrk, but I never saw you look that angry before."

Lilynette blinked. "Starrk…angry?"

Starrk cringed when he realized that everyone's attention was on him.

"I honestly thought he was going to tear Baraggan apart," Sung-Sun said. "Regardless of Baraggan's powers."

Lilynette gawked at her counterpart. Starrk's eyes darted from each of the other participants in the room before sighing and laying down on the pillows. Lilynette grumbled and seemed ready to attack him when Starrk said something that halted her assault.

"He hurt my friend."

Lilynette nearly face-faulted at Starrk's words, staring at him with her mouth slightly open. Harribel's eyes widened a fraction. Apacci, Mila Rose, and Sung-Sun stared at Starrk while Ben felt another smile creep onto his face. He wasn't the only one as Lilynette's gaping mouth closed into a smile that soon turned into a wide grin. She pounced upon Starrk and started tickling his sides.

"Hey!" Starrk yelled as he thrashed around, trying to throw Lilynette off of him.

"You big softie!" Lilynette teased him.

"Get off of me!" Starrk told her.

"At least she's not hitting him," Ben whispered to the other girls, which earned him smiles and laughter.

Just then there was a knock. Lilynette stopped her rough-housing and pushed herself off of Starrk, who got to his feet afterwards. "Come in." He called.

By now everyone suspected who it could be and they were correct as Aizen walked into the room. He looked downcast and troubled, which worried the Arrancar.

"Is everything alright, Lord Aizen?" Harribel asked.

"No, I'm afraid not, Harribel," Aizen replied. "Ben. How are you feeling?"

"Oh, I'm feeling better," Ben waved his hands. "See?"

"Good," Aizen said though his expression had not changed. "I can no longer stand by and allow this sequence of events to continue. Therefore, I won't have you participate in the war. After the Soul Society is dealt with, I will combine its resources with mine and see if I can find a way to send you home. But aside from that, you won't partake in any of the fighting."

"What?!" Lilynette cried.

"Ben has already done enough for us thanks to the Oasis," Aizen said. "But I can't keep asking him to fight for us after what happened now. In fact, I should have done this right after dealing with Grimmjow, but I allowed my eagerness to have a new addition to our forces cloud my judgment. And for that, Ben, I'm sorry if I pressured you to continue helping us."

Ben was floored by how saddened Aizen seemed, and it made him find it even harder to doubt him. Did Aizen really feel remorse over what had happened? Or was he putting on an act to guilt trip him?

"Fine by me," Starrk said softly.

"What?!" Lilynette yelled, smacking him upside the head. "Why would you say that?!"

"Think about it, Lilynette," Starrk said. "So far, Ben's entire time here has been fighting off one person after another. He's not required to help us, let alone risk his life for us. If this can keep him safe, then sure."

Lilynette took a step back, moved by Starrk's words.

"It's understandable," Harribel spoke up. "If that is what you wish for, Ben, then we won't hold it against you."

Everyone's eyes were on Ben. Harribel, Starrk, and Aizen looked calm while Lilynette, Apacci, Mila Rose, and Sung-Sun were conflicted. Ben knew it was dangerous, especially now, but staying in the fight would allow him to look like he was still trustful of Aizen and allow him more leeway in finding out about his true intentions.

But there was another reason why Ben wanted to stick it out. Harribel and Starrk. They and their Fraccion were good people. If the Soul Society was as bad as he was told, Ben didn't want them to die. And if Aizen was the bad guy all along, he didn't want them to be fall prey to his machinations. He'd had enough experience with bad guys who treated their minions as disposable tools.

"Don't worry," He told them. "I'll still fight."

Aizen closed his eyes and nodded while everyone else stared. Had they really expected him to back out?

"You're still going to help us?" Mila Rose asked. "Even after…"

"Ben," Harribel said. "You're not obligated to help us. Especially not after everything you've been through since you arrived."

"I know and I'm not doing this out of obligation," Ben said, grinning. "Besides, what kind of hero would I be if I turned my back now?"

"A suicidal one," Sung-Sun commented.

Ben just shrugged. "Danger comes with the job."

Harribel stared at Ben, her respect for him becoming even greater. Starrk himself had a tiny smile on his face which contrasted with the massive grin on Lilynette's. Apacci, Mila Rose, and Sung-Sun all looked relieved.

"Thank you, Ben," Aizen said. "For all you have done and more. I promise I will take more measures to ensure your safety within Los Noches from now on."

"And I'll do more to keep an eye on him, Lord Aizen," Starrk promised. "I'm sorry I haven't been doing a good job so far."

Aizen scratched his chin, interested in Starrk's sudden dedication to his task. "Very well, Starrk."

"And I will too," Harribel told him.

Aizen smiled at this. "Thank you both."

"We'll help to!" Lilynette declared.

"Sure thing," Apacci spoke up.

"Why wouldn't we?" Mila Rose added.

Sung-Sun silently nodded with them.

"I'm glad to see that at least some of us are being getting along with Ben. And so," He turned towards Apacci, Mila Rose, and Sung-Sun. "I heard you three defeated the majority of Baraggan's own Fraccion. And judging from your state compared to theirs, it was completely one-sided in your favor."

All three smiled at Aizen's praise. "There's a little more to it than that," Mila Rose admitted.

"Regardless," Aizen said. "It shows that your training has been going wonderfully. I'm proud of you three."

Apacci and Mila Rose's smiles grew. Sung-Sun's mouth was once again covered though one could see the corners of her mouth peeking out from the edge of her sleeve.

Aizen's smile soon faded to a more troubled look. "I wasn't expecting the day to turn out this way, but I suppose it cannot be helped. As you have learned by now, Ben, many of the Arrancar are as ruthless as they are powerful. But at least _they_ are honest about it instead of covering it up with an air of self-righteousness. That doesn't excuse their behavior but, alas, it makes them necessary for the war."

"Uh," was all Ben could think to say.

"I apologize, I was musing," Aizen said. "What I mean is, since you still intend to fight, I feel I must prepare you for the ruthlessness of the Gotei 13. Consider the letter I gave you a starting point to what I will tell you now."

Ben leaned forward, curious to what Aizen had to say.

"By far, two of the most dangerous are Kenpachi and Kurotsuchi. Kenpachi is more beast than man, striving for the thrill of the fight. He gets riled up at the thought of fighting powerful opponents and will stop at nothing to do so. He even gets excited if his opponent is capable of hurting him, because it shows the promise of a _good_ match. Though, perhaps the greatest ruthlessness of all is not with Kenpachi himself, but with the Squad Eleven's requirement to become captain."

"And what would that be?" Ben dared to ask.

"Kill the current captain in single combat, with an audience of over two hundred members as witnesses. Zaraki did this with a single blow."

Ben blanched upon hearing this. "Okay, seriously? Why would they allow a rule like that? Were all the other captains okay with this?"

"Squad Eleven lives and dies for combat," Aizen said. "And while they might have had qualms with Kenpachi himself, they knew it was the rule of Squad Eleven and simply went along with it."

Ben frowned upon hearing this. "I'm afraid to ask but what about that Kurotsuchi guy? I know your notes mentioned he was a scientist…"

"That's correct, he is in charge of Squad 12,specifically the Technological Development Department. Kurotsuchi is a man of science to the highest degree. Research and experimentation are his passion but he disregards impediments such as morals and ethics. To him, all living beings are guinea pigs for him to poke and prod as he sees fit. He even experimented on the members of his own division without their consent, turning them into living bombs."

Ben's frown quickly changed into a scowl when he heard this and his hands starting forming into fists.

"But the greatest form of his sadism is his lieutenant Nemu Kurotsuchi," When Ben opened his mouth to ask, Aizen cut him off. "Nemu is his "daughter" in the sense that Kurotsuchi is her creator. Nemu is an artificial soul implanted in an artificial body known as a gigai."

"You can actually _make_ a soul?"

"It's not as easy as you might think," Aizen told him. "I will say this about Kurotsuchi. He is unscrupulous but he is brilliant. Sadly, even though Nemu is regarded as his finest creation, he doesn't treat her any better than any of his other "subjects". He demeans and abuses her, believing that as her creator, he can treat her as he sees fit."

Ben looked down at the floor in disgust.

"But the most ruthless of them all, if you haven't realized it already, is none other than the Captain Commander himself," Aizen said. "There are many reasons why he has retained his position for the past thousand years and one of them is because he will go to any lengths to enforce the Soul Society's rule. I told you about how he allowed a Soul Reaper to be executed for granting a human her powers despite her reason being that she could save his family, but that is far from the worst he's done."

"I'm afraid to know what," Ben muttered dryly.

"Perhaps the most ruthless thing he's done, that I'm aware of at least, would be the fate of the Quincy," Aizen mused.

"Quincy?" Ben repeated.

"The Quincy were a group of humans born with spiritual powers. They made it their own mission to hunt Hollows in the living world. However, unlike Soul Reapers, Quincy did not purify Hollows, they destroyed them."

The Arrancar all shifted uneasily while Ben felt apprehension running up his spine. "By destroyed you mean…"

"When a Hollow dies by a Quincy's hands, they cease to exist," Aizen clarified.

Ben's jaw dropped at this information. "Cease to exist?"

"Yes."

"But why would they do that?" Ben asked.

"The Quincy tried to pass it off as saying that, since Hollows fed upon souls, they no longer had the right to live," Aizen explained. All the girls glared while Starrk simply closed his eyes, lowering his head. Ben was prepared to argue but Aizen once again cut him off. "However, I always believed there was another reason for why they chose to exterminate Hollows. Tragically, the Soul Society could have chosen to collaborate with the Quincy, find out the real reason they hunted Hollows and help them. But instead they simply ordered the Quincy to cease their activities. They didn't even bother to explain that by killing Hollows instead of purifying them upset the balance of nature and risked destroying the world. The Quincy were unaware of this and refused. The Commander then ordered their extermination which became known as the Quincy Massacre."

Ben froze to the spot. "Just like that? He didn't even try to find other options first?"

"No," Aizen said. "There are at least some Quincy still around though I don't know the exact number."

Ben sat down as he heard all of this. "The Commander didn't even bother explaining why it was bad for them to kill Hollows like they did?"

Aizen shook his head. "The Captain Commander sees his orders as absolute, even more so those of the Soul Society's ruling body, the Central 46. If he tells you to do something, you do it without question or hesitation."

Ben eyed the floor bitterly. "I'm not saying what the Quincy were doing is right but those guys really didn't bother explaining the situation, they even didn't even look for alternate solutions first."

"Yamamoto will go to great lengths for the sake of balance and peace, but only through what he says is right."

Ben let out a deep breath as he rubbed his head. "Wow."

"Now that I have told you what the Gotei 13 are willing to do for their goals, will you still stand with us?" Aizen asked.

Ben took another deep breath to steady himself. "Yeah. Yeah, I still am. Thanks for giving me the heads-up though."

"You are most welcome, Ben," Aizen said warmly. "You've been through quite a lot of excitement lately so I'll let you relax. Congratulations on your victory against Baraggan and his subordinates. And once again you have my thanks for helping us create the Oasis."

Ben grinned, though it was a smaller one than usual, something the others noticed. "No problem."

Aizen smiled before heading towards the door. "Now if you'll excuse me, I need to have a talk with Baraggan." With that, he left.

The moment Aizen left, everyone turned to look at Ben. "Are you okay?" Lilynette asked him.

"Yeah," Ben said as he leaned back. "Yeah, I'm alright. Just a little worn out."

"A lot has happened today," Harribel said. "Would you like to rest?"

"Uh…" Ben looked over at his bed. "Yeah, I think I need to lie down a little."

"We'll let you rest," Harribel said. "Ladies."

"Right," All three said at the same time.

"Take care, Ben," Apacci called back.

"Get some rest," Mila Rose told him.

"We'll need to resume sparring to keep our skills up," Sung-Sun added.

"Oh great," Ben mumbled as he took off his shoes and climbed into bed.

"Sleep well," Harribel said to him.

"Thank you," Ben said as he rest his head against the pillow

"And once again," Harribel said as he approached the door, stopping to look over her shoulder at him. "Thank you for everything."

Ben laughed. "No problem, Harribel."

Harribel and her girls left the room. Starrk decided to resume his own nap and Lilynette, puffing her cheeks when she realized she had nothing to do, decided to amuse herself by rereading Aizen's notes.

Although tired from the day's events, Ben wasn't in any rush to fall asleep. His mind boggled with the things Aizen had told him about the Captains. He'd like to say he couldn't believe anyone would do such things but his past experiences had taught him otherwise. What would the Soul Society be willing to do in order to stop Aizen? What would they do once they found out about him? Ben tensed, having a feeling that he was going to be handed over to Kurotsuchi for obvious reasons.

But, what if that was all stuff Aizen made up? Ben groaned at his lack of progress. Was Aizen the bad guy or were the Thirteen Court Guard Squads? Were both bad? If so, who was the lesser evil? Ben hoped a real opportunity to find the truth would come along and soon.

. . .

As Aizen walked down the hallway, he paused.

"You can come out now, Szayel,"

The Eighth Espada approached Aizen gleefully. "Forgive me, Lord Aizen, I couldn't quite contain myself."

Aizen chuckled as he reached into his pocket. Szayel was on the verge of salivating as Aizen deposited Swampfire's previous, shriveled arms and a few of Diamondhead's shards into the Espada's open hands.

"Wonderful," Szayel said gleefully, holding the contents in his hands like he had been granted a precious treasure. Quite fitting he was given literal diamonds.

"I know you were planning on a…subtle way of obtaining samples but I figured I might as well give some in advance." Aizen told him.

"Oh thank you, Lord Aizen. These will do wonderfully."

"I believe you will find the shards to be more worthy of study at the moment," Aizen said. The vagueness of his statement caused Szayel to look at him curiously. "Those shards, as well as Diamondhead himself, have shown the inability to age, as proven during Ben's confrontation with Baraggan."

Szayel stared at Aizen before the full meaning of his statement sank in. Szayel's eyes threatened to pop out of his head and his mouth struggled to form coherent words. "You…you don't mean Ben actually…"

"He did not defeat Baraggan though Diamondhead was capable of at least holding his own."

Szayel's hands shook as he looked down at the shards with a greater awe. "Thank you, Lord Aizen, for providing me with these samples. These will prove very beneficial to my research."

"I'm glad to hear it," Aizen said. "If you'll excuse me."

"Where are you going, Lord Aizen," Szayel asked.

"Ben was not Baraggan's initial target but that didn't stop him from going after our guest either," Aizen said. "He is the latest of my Arrancar who wish to attack Ben despite my constant warning that he be left alone. If they will not listen to me, then I will give them a reason to do so. And if I must make an example to my point clear, then so be it."

Szayel shook his head as he watched Aizen turn around the corner. "Oh dear, Baraggan," he said as he looked once more at the contents in his hands. "Looks like your pride got you into trouble again. As for these," he chuckled. "They will be perfect additions to my growing collection."

 **End of Chapter**

 **Well, I am finally done. I'm sorry for the long wait, everyone. I can't believe it's been since February that I updated. Geez.**

 **I can't deny, my motivation for writing was more or less dead. I've actually been losing my interest in Ben 10 and Bleach and therefore my motivation to write. I'm pretty sure a lot of you no doubt thought I was ditching another story and I don't blame you. I don't plan on quitting this story; I'm just having some difficulty.**

 **Now, many of you have asked me what I was going to do since Incredible Muffin passed his story on to another writer. Well, as far as I can tell, I'm planning on keeping the events of the crossover happening. Alas, you will only be seeing my side of the story, but I feel that we have come too far to try and make changes now.**

 **As such, this chapter was originally going to be the finale to the Ultimate Heroes arc, but this chapter turned out to be long enough. As such, this is the penultimate chapter, and the** _ **next**_ **one will complete the Ultimate Heroes arc. Hoped you liked this chapter regardless, the Oasis was one of my favorite things from the original version, so I decided to bring it back here. Of course, I knew I couldn't make it exactly the same way so I had to mix things up a bit.  
**

 **My birthday was September 11th so** **I am now 27 years old. I had meant to actually post this chapter** _ **on**_ **my birthday but unfortunately time was not on my side thanks to my job and some personal things that had happened back in July. But at least I was able to post this chapter. Plus, this has also reignited my motivation to continue the story so I will do my best to make sure my next chapters are shorter but faster like I originally intended.**

 **I would like to thank so many people who helped me get through my hard time with my chapter: Animeguy1101, Diablo Ex Machina, Incredible Muffin, Pyromania101, and Vandenbz. I would also like to thank Pyromania101 and Vandenbz for proofreading my story. Thank you both. I'm sorry for the chapter being so long though. I promise to break any future ones up into smaller ones and I'll do what I can to reduce your guys' work load on my errors.  
**

 **Also, for all the people curious about what Rath, he will appear. I'm saving him for a special moment in the story. But don't worry, Rath IS going to make an appearance and soon.**

 **That's all I have to say, you guys. Thank you for your time, I hope you liked the chapter, and I'm sorry for taking** _ **months**_ **to finally update. Take care, everyone.**


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